Exhibit 10.4


 


FORM OF AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2022, is made and entered
into by and among Excelera Health, Inc. (f/k/a Future Health ESG Corp.), a Delaware corporation (the “Company” or
 “Future Health”), Future Health ESG Associates 1, LLC (the “Sponsor”), MacArthur Court Acquisition
Corp. (“MCAC”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties listed under
Future Health Holders on Schedule A hereto (each such party, together with Cantor and the Sponsor, and any person or entity who
hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.11 of this Agreement, a “Holder”
and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein
shall have the meanings provided in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS,
on September 9, 2021, Future Health, Cantor and certain other security holders named therein
(each such party, an “Existing Holder” and collectively the “Existing Holders”) entered into that
certain Registration Rights Agreement (the “Existing Registration Rights Agreement”) pursuant to which Future Health
granted to the Existing Holders certain registration rights with respect to certain securities of Future Health;


 


WHEREAS,
on June 13, 2022, Future Health and MCAC and Excelera DCE, a California corporation (“Excelera”), entered into that
certain Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), pursuant
to which Future Health will purchase from MCAC, and MCAC will sell to the Company, 100% of the issued and outstanding shares of common
stock of Excelera in exchange for 40,000,000 shares of common stock of Future Health, which is being re-named Excelera Health, Inc. (the
 “Business Combination”) to be issued at the Closing under the Business Combination Agreement (the “Closing
Stock Consideration”) and 20,000,000 Earnout Shares, which is intended to be a tax-free reorganization within the meaning of
Sections 368(a)(1)(C) or (D) of the Internal Revenue Code of 1986, as amended;


 


WHEREAS,
concurrently with the execution of the Business Combination Agreement, Future Health and a certain investor entered into a forward purchase
agreement (the “Forward Purchase Agreement”) pursuant to which such investor purchased, at its discretion, shares
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in open market, and may have
purchased certain Additional Shares (as defined in the Forward Purchase Agreement) from the Company;


 


WHEREAS,
concurrently with the closing of the Business Combination (the “Closing”), a certain investor purchased shares
of Common Stock in a private placement or placements pursuant to a subscription agreement (the “PIPE Subscription Agreement”)
between Future Health and such certain investor dated June 13, 2022;


 


WHEREAS,
on September 9, 2021, Future Health, Cantor and the other underwriters named on Schedule A thereto (the “IPO
Underwriters”), entered into that certain underwriting agreement (the “Underwriting Agreement”)
pursuant to which Future Health agreed to issue and sell to the Cantor and the IPO Underwriters, severally and not jointly, and
Cantor and the IPO Underwriters agreed to purchase from Future Health, severally and not jointly, a number of units;


 






     


     


    

 


WHEREAS,
on June 13, 2022, the parties to the Underwriting Agreement entered into that certain amendment to the Underwriting Agreement (the “Underwriting
Agreement Amendment”), whereby the Company agreed to issue up to 272,727 shares of Common Stock (“Deferred Fee Shares”)
to Cantor upon the consummation of the Business Combination;


 


WHEREAS,
after the Closing, the Holders will own shares of Common Stock, and the initial stockholders and Cantor will own warrants to purchase
7,375,000 shares of Common Stock (the “Private Placement Warrants”); and


 


WHEREAS,
the Company and the Existing Holders desire to amend and restate the Existing Registration Rights 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:


 


“Additional
Holder” shall have the meaning given in Section 5.11.


 


“Additional
Holder Common Stock” shall have the meaning given in Section 5.11.


 


“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 Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be
required to be made in (i) any Registration Statement in order for the applicable Registration Statement not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
or (ii) any Prospectus in order for the applicable Prospectus not to include any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Company
has a bona fide business purpose for not making such information public.


 


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


 


“Block
Trade” shall have the meaning given to it in subsection 2.4.1.


 






    2


     


    

 


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


 


“Business
Combination” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.5.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.


 


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


 


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


 


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


 


“Financial
Counterparty” shall have the meaning given in subsection 2.4.1 of this Agreement.


 


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


 


“Future
Health Holders” shall mean the parties listed under Future Health Holders on Schedule A hereto.


 


“Holder
Indemnified Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holder
Information” shall have the meaning given in subsection 4.1.2.


 


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


 


“Joinder”
shall have the meaning given in Section 5.11.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.6 of this Agreement.


 






    3


     


    

 


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


 


“MCAC
Shareholders” shall mean the holders of record of the shares of common stock of MCAC, as maintained in the books and records
of MCAC or its transfer agent at the time of determination.


 


“Minimum
Underwritten Offering Threshold” shall have the meaning given in subsection 2.1.5.


 


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


 


“Other
Coordinated Offering” shall have the meaning given to it in subsection 2.4.1.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder is permitted to transfer Registrable Securities under applicable
securities laws.


 


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


 


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


 


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


 


“Pro
Rata” shall have the meaning given in subsection 2.1.6 of this Agreement.


 


“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 Private Placement Warrants (including any shares of Common Stock issued or issuable upon the
exercise of any such Private Placement Warrants), (b) any shares of Common Stock issued or to be issued to any Holders in connection
with the Business Combination and, subject to compliance by a MCAC Shareholder with subsection 5.2.1, any shares of Common
Stock distributed by MCAC to the MCAC Shareholders as part of, or following, the Business Combination, (c) any shares of Common
Stock purchased pursuant to the PIPE Subscription Agreement, (d) any Additional Shares (as defined in the Forward Purchase
Agreement) purchased pursuant to the Forward Purchase Agreement, (e) any outstanding shares of 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 this Agreement, including shares of Common Stock issued to Future Health’s initial
stockholders and shares of Common Stock held by anchor investors, (f) any Additional Holder Common Stock, (g) any shares of Common
Stock issued or issuable upon the exercise of any equity security of the Company issuable upon conversion of any working capital
loans in an amount up to $2,000,000 made to the Company by a Holder, (h) any Deferred Fee Shares issued to Cantor, and (i) any other
equity security of the Company or any of its subsidiaries, or any successor, 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, spin-off 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 have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 or Rule 145
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); or (E) such securities have
been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.


 






    4


     


    

 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having been
declared effective by, or become effective pursuant to the rules promulgated by, the Commission.


 


“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 national securities exchange on which the shares
                                            of 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)	reasonable
                                            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 or Underwritten Offering;



 


		(F)	the fees
                                            and expenses incurred in connection with the listing of any Registrable Securities on each
                                            national securities exchange on which the shares of Common Stock is then listed;



 






    5


     


    

 


		(G)	the fees
                                            and expenses incurred by the Company in connection with any Underwritten Offerings or other
                                            offering involving an Underwriter; and



 


		(H)	reasonable
                                            fees and expenses of up to $50,000 of one (1) legal counsel in a Registration selected jointly
                                            by the majority-in-interest of Registrable Securities held by the Demanding Holders initiating
                                            an Underwritten Demand, Block Trade or Other Coordinated Offering, and the Requesting Holders
                                            participating in an Underwritten Offering and the Holders participating in a Piggyback Registration,
                                            as applicable.



 


“Registration
Statement” shall mean any registration statement under the Securities Act 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 2.1.5 of this Agreement.


 


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


 


“Shelf
Registration” shall have the meaning given in subsection 2.1.1 of this Agreement.


 


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


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in subsection 2.1.3.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, 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, (b) 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
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant
to a Registration and not as part of such dealer’s market-making activities.


 


“Underwritten
Demand” shall have the meaning given in subsection 2.1.5 of this Agreement.


 


“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.


 


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


 






    6


     


    

 


ARTICLE
II 






REGISTRATIONS


 


2.1           
Registration.


 


2.1.1      
Shelf Registration. The Company agrees that, within thirty (30) calendar days after the consummation of the Business Combination,
the Company will use its commercially reasonable efforts to file with the Commission (at the Company’s sole cost and expense) a
Registration Statement registering the resale or other disposition of the Registrable Securities (a “Shelf Registration”),
which Shelf Registration may also include shares of Common Stock that may be issuable upon exercise of outstanding warrants, or shares
that may have been purchased in any private placement that was consummated at or prior to the Closing. Such Shelf Registration shall
provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
(the “Plan of Distribution”) to, and requested by, any Holder named therein.


 


2.1.2      
Effective Registration. The Company shall use its commercially reasonable efforts to cause such Registration Statement
to become effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject
to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form
of the Commission (a) as shall be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable
Securities by the Holders. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or the 90th calendar day
if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing and (ii) the
10th 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 earlier date, the “Effective Date”).
If at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1 is effective and a Holder provides
written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration
Statement, the Company will use its commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary
in order to enable such offering to take place in accordance with the terms of this Agreement.


 


2.1.3       Subsequent
Shelf Registration. If any Registration Statement ceases to be effective under the Securities Act for any reason at any time
while Registrable Securities are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is
reasonably practicable cause such Registration Statement 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 Registration
Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable to amend such Registration
Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Registration
Statement or file an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf Registration
Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such
filing), and pursuant to the Plan of Distribution, and requested by, any Holder named therein. If a Subsequent Shelf Registration
Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
Statement 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 Statement 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
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 Registrable
Securities outstanding. Any such Subsequent Shelf Registration Statement shall be a Registration Statement on Form S-3 to the extent
that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another
appropriate form.


 






    7


     


    

 


2.1.4      
Additional Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for
resale on a delayed or continuous basis, the Company, upon written request of the Sponsor or a Holder, in each case holding at least
five percent (5%) of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable
Securities to be covered, at the Company’s option, by any then available Registration Statement (including by means of a post-effective
amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after
such filing and such Registration Statement or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided,
however, that the Company shall only be required to cause such Registrable Securities to be so covered once per calendar year
for each of the Sponsor and the Holders.


 


2.1.5       Underwritten
Offering. Subject to the provisions of subsection 2.1.6 and Section 2.5 of this Agreement, a
majority-in-interest of the Existing Holders or a majority-in-interest of the Holders other than the Existing Holders (any of the
Sponsor, Holder or group of Holders being in such case, a “Demanding Holder”) may make a written demand for an
Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 of
this Agreement (an “Underwritten Demand”); provided, that the Company shall only be obligated to effect an
Underwritten Offering 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,
$35 million in respect of a Registration Statement on Form S-1 and $15 million in respect of a Registration Statement on Form S-3
(the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an
underwriter(s) (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks); provided
that such selection shall be subject to the consent of the Company. The Company shall have no responsibility for engaging any
underwriter(s) for an Underwritten Offering. The Company shall, within ten (10) days of the Company’s receipt of the
Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include all or
a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each
such Holder, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the
receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a
Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten
Offering pursuant to such Underwritten Demand. In such event, the right of any Holder or Requesting Holder to registration pursuant
to this subsection 2.1.5, shall be conditioned upon such Holder’s or Requesting Holder’s participation in such
underwriting and the inclusion of such Holder’s or Requesting Holder’s Registrable Securities in the underwriting to the
extent provided herein. All such Holders or Requesting Holders proposing to distribute their Registrable Securities through such
Underwritten Offering under this subsection 2.1.5 shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating such Underwritten Offering.
Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings
demanded by MCAC or the MCAC Shareholders that become Holders and an aggregate of three (3) Underwritten Offerings demanded by the
Future Health Holders pursuant to this subsection 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to
this subsection 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.


 






    8


     


    

 


2.1.6       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, pursuant to an
Underwritten Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons
or entities holding Registrable Securities or other equity securities of the Company that were requested to be included in such
Underwritten Offering, taken together with all other shares of Common Stock or other securities which the Company desires to sell
and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to written
contractual piggyback registration rights held by other equity holders of the Company who desire to sell (if any) that the dollar
amount or number of Registrable Securities or other equity securities of the Company requested to be included in such Underwritten
Offering exceeds the maximum dollar amount or maximum number of equity securities of the Company 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 (pro rata based on the respective number of Registrable Securities
that each Demanding Holder has requested be included in such Underwritten Offering, regardless of the number of shares held by each
such person and the aggregate number of Registrable Securities that the Demanding Holders have requested be included in such
Underwritten Offering (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 the Requesting Holders, Pro Rata, which can be sold without
exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of the Company that
the Company desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and
(iii), the shares of Common Stock or other equity securities of the Company held by other persons or entities that the
Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities and that can be
sold without exceeding the Maximum Number of Securities.


 






    9


     


    

 


2.1.7      
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement
used for marketing such Underwritten Offering, a majority-in-interest of the Demanding Holders initiating an Underwritten Offering shall
have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Offering, prior to the public announcement of the Underwritten Offering by the Company; provided that the Sponsor or a Holder may elect
to have the Company continue an Underwritten Offering if the Minimum Underwritten Offering Threshold would still be satisfied by the
Registrable Securities proposed to be sold in the Underwritten Offering by the Sponsor, the Holders or any of their respective Permitted
Transferees, as applicable. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering
by the withdrawing Demanding Holder for purposes of subsection 2.1.6, unless either (i) such Demanding Holder has not previously
withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to
such Underwritten Offer (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the
respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided
that, if the Sponsor or a Holder elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding sentence,
such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Sponsor or such Holder, as applicable, for
purposes of subsection 2.1.6. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal
Notice to any other Holders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in
this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior
to its withdrawal under this subsection 2.1.7, other than if a Demanding Holder elects to pay such Registration Expenses pursuant
to clause (ii) of the second sentence of this subsection 2.1.7.


 


2.2           
Piggyback Registration.


 


2.2.1       Piggyback
Rights. Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the
date the Company consummates a Business Combination, the Company proposes to consummate an Underwritten Offering for its own account
(other than a debt offering) or for the account of stockholders of the Company filed pursuant to Section 2.1.5, then the
Company shall give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (i)
describe the amount and type of securities to be included, the intended method(s) of distribution and the name of the proposed
managing Underwriter or Underwriters, if any, and (ii) offer to all of the Holders the opportunity to include such number of
Registrable Securities as such Holders may request in writing within five (5) days, in each case 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 Piggyback Registration and to permit the resale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable
Securities in 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.


 






    10


     


    

 


2.2.2      
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering 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 shares of equity securities of the Company that the Company desires
to sell, taken together with (i) the shares of equity securities of the Company, if any, as to which the Underwritten Offering 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 a Piggyback Registration has been requested pursuant to Section 2.2 of
this Agreement and (iii) the shares of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has
been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the
Maximum Number of Securities, then:


 


(a)            
If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten
Offering (A) first, the shares of Common Stock or other equity securities of the Company 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 requesting a Piggyback Registration pursuant to
subsection 2.2.1 of this Agreement, Pro Rata, 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 shares
of Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested
pursuant to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding
the Maximum Number of Securities;


 


(b)             If
the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Underwritten Offering (A) first, the shares of Common Stock or other equity securities of the
Company, if any, of such requesting persons or entities, other than the Holders, 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 requesting a Piggyback Registration pursuant to subsection 2.2.1 of this
Agreement, Pro Rata, 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 shares of Common Stock or other
equity securities of the Company 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 shares of Common Stock or other equity securities of the Company 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; or


 






    11


     


    

 


(c)            
If the Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to subsection 2.1.5
hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection
2.1.6.


 


2.2.3      
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right
to withdraw from an Underwritten Offering, and related obligations, shall be governed by subsection 2.1.7) shall have the right
to withdraw from a Piggyback Registration 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 commencement of the Underwritten Offering. 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. The Company (whether on its own good faith determination
or as a result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw an Underwritten Offering
undertaken for the Company’s account at any time prior to the effectiveness of such Registration Statement.


 


2.2.4      
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to subsection 2.1.7, any Piggyback
Registration or Underwritten Offering effected pursuant to Section 2.2 of this Agreement shall not be counted as an Underwritten
Offering pursuant to an Underwritten Demand effected under Section 2.1 of this Agreement.


 


2.3           
Reserved.


 


2.4           
Block Trades and Other Coordinated Offerings.


 


2.4.1       Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an
effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten
registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a
 “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent
or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, with a
total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million or (y) all remaining Registrable
Securities held by the Demanding Holder; provided that the total offering price is reasonably
expected to exceed $5 million in the aggregate, then if such Demanding Holder requires any assistance from the Company
pursuant to this Section 2.4, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least
five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its
commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders
representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use
commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a
 “Financial Counterparty”) (including by disclosing the maximum number of Registrable Securities proposed to be
the subject of such Block Trade or Other Coordinated Offering) prior to making such request in order to facilitate preparation of
the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated
Offering.


 






    12


     


    

 


2.4.2      
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a
Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty
(if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other
Coordinated Offering prior to its withdrawal under this subsection 2.4.2.


 


2.4.3      
Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to Section 2.4 of this Agreement.


 


2.4.4      
The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial
Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable
nationally recognized investment banks).


 


2.4.5   
A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section
2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant
to this Section 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.5 hereof.


 


2.5           
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 2.2.1 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 Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that
it is essential to defer the undertaking of such Underwritten Offering at such time, then in each case, as applicable, the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating the applicable reason(s) set forth in Clauses (A) through
(C) above underlying the Company’s decision to defer the undertaking of such Underwritten Offering. In such event, the Company
shall have the right to defer such offering for a period of not more than sixty (60) days; provided, however, that the Company
shall not defer its obligations in this manner more than once in any twelve (12) month period.


 






    13


     


    

 


2.6       Certain
Events or Conditions. The Company’s obligation under this Article II, shall, for the avoidance of doubt, be subject
to Section 3.4.


 


ARTICLE
III



COMPANY PROCEDURES


 


3.1           
General Procedures. In connection with effecting any Underwritten Offering, Block Trade, and/or Other Coordinated
Offering, subject to applicable law and any regulations promulgated by any securities exchange on which the Company’s equity securities
are then listed, each as interpreted by the Company with the advice of its counsel, the Company shall use its commercially reasonable
efforts to effect such Registration or Underwritten Offering to permit the resale or other disposition of such Registrable Securities
in accordance with the intended plan of distribution thereof (and including all manners of distribution in such Registration Statement
as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution
of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company shall, as expeditiously
as possible and to the extent applicable:


 


3.1.1      
prepare and file with the Commission after the consummation of the Business Combination a Registration Statement with respect
to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective in accordance
with Section 2.1, including filing a replacement Registration Statement, if necessary, and remain effective until all Registrable
Securities covered by such Registration Statement have been sold or have ceased to be Registrable Securities (such period, the “Effectiveness
Period”);


 


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, (a) as may be reasonably requested by any Holder that holds at least a majority-in-interest of the Registrable Securities
registered on such Registration Statement or any Underwriter, or (b) 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 plan of distribution
provided by the Holders and as set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable
Securities;


 


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 or Underwritten Offering, 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
(including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or Underwritten Offering or the legal counsel for any such Holders may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Holders; provided that the Company will not have any
obligation to provide any document pursuant to this subsection 3.1.3 that is available on the Commission’s EDGAR
system;


 






    14


     


    

 


3.1.4      
prior to any Underwritten 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 (or provide evidence satisfactory to 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 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 national 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 or Underwritten Offering;


 


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 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      
during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment
or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration
Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities
or its counsel; provided that the Company will not have any obligation to provide any document pursuant to this subsection 3.1.8
that is available on the Commission’s EDGAR system;


 


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 of this Agreement;


 






    15


     


    

 


3.1.10   
 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant
to such Registration, permit, to the extent customary for a transaction of such type, a representative of the Holders (such representative
to be selected by a majority of the Holders), the Underwriters, or other financial institutions facilitating such Underwritten Offering,
Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant
retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation
of the Registration Statement or the Prospectus, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives or Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11   
obtain a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
a Block Trade or sale by a Financial Counterparty pursuant to such Registration (subject to the Underwriters, or other financial institutions
facilitating such Underwritten Offering, Block Trade or Other Coordinated Offering providing such certification or representation reasonably
requested by the Company’s independent registered public accountants and the Company’s counsel), in customary form and covering
such matters of the type customarily covered by comfort letters as the managing Underwriter or other similar type of sales agent or placement
agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12   
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant
to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain, to the extent
customary for transactions of such type, an opinion, dated such date, of counsel representing the Company for the purposes of such Registration,
addressed to the participating Holders, the Financial Counterparty, 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 participating Holders, Financial Counterparty
or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to such participating Holders, Financial Counterparty or Underwriter;


 


3.1.13   
in the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty
pursuant to such Registration to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in
order to engage in such offering, allow the Financial Counterparty to conduct customary “underwriter’s due diligence”
with respect to the Company;


 


3.1.14   
in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant
to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and
customary form, with the managing Underwriter or the Financial Counterparty of such offering or sale;


 






    16


     


    

 


3.1.15   
 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);


 


3.1.16   
with respect to an Underwritten Offering pursuant to subsection 2.1.5 use its commercially 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


 


3.1.17   
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding
the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or Financial Counterparty
if such Underwriter or Financial Counterparty has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter or Financial Counterparty, as applicable.


 


3.2           
Registration Expenses. The Registration Expenses in respect 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 fees and expenses of any legal counsel representing the Holders, in each case
pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.


 


3.3           
Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not provide the Company with its requested Holder Information within a reasonable amount of time after such request
(and a minimum of five (5) business days), the Company may exclude such Holder’s Registrable Securities from the applicable Registration
Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration
and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering for
equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company
in the case of an Underwritten Offering initiated by the Company, and approved by the Demanding Holders in the case of an Underwritten
Offering initiated by the Demanding Holders 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. Subject to the minimum thresholds set forth in Section 2.1.5 and 2.4, the exclusion of a Holder’s Registrable Securities
as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.


 






    17


     


    

 


3.4           
 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1      
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains or includes 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 Registration Statement or 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 Registration Statement or Prospectus may be resumed.


 


3.4.2      
Subject to subsection 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration or Underwritten Offering at any time would (a) require the Company to make an Adverse Disclosure, (b) require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, or (c) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration
Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. Notwithstanding the
foregoing, the Company may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or Underwritten
Offering in order to file and make effective a post-effective amendment to such Registration Statement in connection with the filing
of the Company’s Annual Report on Form 10-K, and such suspension shall not be subject to the provisions of subsection 3.4.4.
In the event the Company exercises its rights under the preceding sentences in this Section 3.4, the Holders agree to suspend,
immediately upon their receipt of the notices referred to in this Section 3.4, their use of the Registration Statement or Prospectus
in connection with any resale or other disposition of 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.


 


3.4.3      
Subject to subsection 3.4.4, (a) during the period starting with the date thirty (30) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date sixty (60) days after the effective date of, a Company- initiated
Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness
of the applicable Registration Statement, or (b) if, pursuant to subsection 2.1.5, Holders have requested an Underwritten Offering
and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may,
upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to subsection 2.1.5
or Section 2.4.


 


3.4.4      
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to subsection
3.4.2 or a registered offering pursuant to subsection 3.4.3 shall be exercised by the Company on not more than two (2) occasions
and, in the aggregate, for not more than sixty (60) consecutive calendar days or more than one hundred-twenty (120) total calendar days
in each case, during any twelve (12)-month period.


 






    18


     


    

 


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. 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 resell or otherwise dispose of shares of Registrable Securities 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 customary legal
opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


3.6           
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise
its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s
registration statement on Form S-1, File No. 333-258911, and (ii) Cantor may not exercise its rights under Section 2.1 more than one
time.


 


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, directors,
employees, advisors, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities
Act) (collectively, the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses
(including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each
such persons’ rights under this Section 4.1) as incurred arising out of or resulting from any Misstatement or alleged Misstatement,
except insofar as the same are caused by or contained or included (or in the case of an omission, not contained or included) in any information
furnished in writing to the Company by or on behalf of such Holder Indemnified Person specifically 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 any Prospectus (the “Holder Information”) and, to the extent permitted by law, shall
indemnify and hold harmless the Company, its officers, directors, employees, advisors, agents, representatives and each person who
controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of
each such persons’ rights under this Section 4.1) resulting from any Misstatement or alleged Misstatement, but only to
the extent that the same are made in reliance on and in conformity with information relating to the Holder so furnished in writing
to the Company by or on behalf of such Holder specifically for use therein; provided, however, that the obligation to
indemnify shall be several, not joint and several, among such Holders of Registrable Securities in proportion to the net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such
indemnification obligation.


 






    19


     


    

 


4.1.3      
Any person or entity 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 or there may be reasonable defenses available to the indemnified party that are different from or additional
to those available to the indemnifying party, 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, not to be unreasonably withheld or delayed,
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 includes a statement or
admission of fault and culpability on the part of such indemnified party 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, employee, advisor, agent, representative, member 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.


 


4.1.5       If
the indemnification provided under Section 4.1 of this Agreement is held by a court of competent jurisdiction to be
unavailable to 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, to the extent permitted by law, 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 a court of law
by reference to, among other things, whether the Misstatement or alleged Misstatement relates to information supplied by such
indemnifying party or such 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
of this Agreement, any reasonable 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.


 






    20


     


    

 


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 or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery
or (iii) transmission by facsimile or email. 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 (3rd) business day
following the date on which it is mailed, in the case of notices delivered by courier service, hand delivery, or overnight mail at such
time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation, and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted
to the addressee. Any notice or communication under this Agreement must be addressed, if to the Company, to: [____], Attention: [_____],
or by email at: [____], or if to any Holder, to the address of such Holder as it appears in the applicable register for the Registrable
Securities or such other address as may be designated in writing by such Holder (including on the signature pages hereto). 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 and the Holders of Registrable Securities, as the case may
be, hereunder may not be assigned or delegated by the Company or the Holders of such Registrable Securities, as the case may be, in whole
or in part, except (i) in connection with a Transfer of Registrable Securities by such Holder to a Permitted Transferee or (ii) in connection
with a Transfer of Registrable Securities by MCAC to a MCAC Shareholder, but only if such Permitted Transferee or MCAC Shareholder agrees
to become bound by the restrictions set forth in this Agreement.


 


5.2.2      
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 






    21


     


    

 


5.2.3      
 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 of this Agreement.


 


5.2.4      
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
of this Agreement 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 assignment
made other than as provided in this Section 5.2 shall be null and void.


 


5.3           
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.


 


5.4           
Adjustments. If there are any changes in the Common Stock as a result of share split, share dividend, combination
or reclassification, or through merger, consolidation, recapitalization or other similar event, appropriate adjustment shall be made
in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations under this Agreement
shall continue with respect to the Common Stock as so changed.


 


5.5           
Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Delaware applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement
(“Actions”) shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction
is not then available in the Delaware Chancery Court, then any such Action may be brought in any federal court located in the State of
Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid
courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above
in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such
court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient
service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably
and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising
out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the
jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought
in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts.


 






    22


     


    

 


5.6           
 Trial by Jury. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.7           
Amendments and Modifications. Upon the written consent of (i) the Company, (ii) the Holders of at least a majority
in interest of the Registrable Securities held by the Holders at the time in question and (iii), for so long as the Sponsor and its affiliates
hold five percent (5%) or more of the outstanding shares of Common Stock, the Sponsor, 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, (a) any amendment hereto or waiver hereof that adversely affects any 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 each such Holder so affected and (b) any amendment or waiver hereof
that adversely affects the rights expressly granted to the Sponsor shall require the consent of the Sponsor. 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           
Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder, (b) the
parties to that certain Subscription Agreement, dated June 13, 2022, by and between the Company and certain investors, (c) the parties
to that certain Forward Purchase Agreement dated June 13, 2022 and (d) holders of the Company’s warrants pursuant to that certain
Warrant Agreement, dated as of September 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, and
(e) MCAC, the MCAC Shareholders and their successors and permitted assigns under the Earnout Shares Registration Rights 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 and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.


 


5.9           
Term. This Agreement shall terminate upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement
and (ii) with respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article
IV shall survive any termination.


 






    23


     


    

 


5.10        
 Holder Information. 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.


 


5.11        
Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2
hereof, subject to the prior written consent of the majority-in-interest of the Holders and, for so long as the Sponsor and its affiliates
own five percent (5%) or more of the outstanding Common Stock, the Sponsor, the Company may make any person or entity who acquires Common
Stock or rights to acquire 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 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.


 


5.12        
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the
fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly,
if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited
or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.13        
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject
matter. Upon the Closing, the Existing Registration Rights Agreement shall no longer be of any force or effect.


 


[Signature
pages follow.]


 






    24


     


    

 


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


 


	 	COMPANY
	 	Excelera Health, Inc. (f/k/a as Future Health ESG Corp.), a Delaware corporation
	 	 
	 	By:	       
	 	Name:
	 	Title:


 


[Signature Page to Amended
and Restated Registration Rights Agreement] 


 






     


     


    

 


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


 


	 	FUTURE HEALTH HOLDERS
	 	Future Health ESG Associates 1, LLC
	 	 
	 	By: 	          
	 	Its:


 


To add Cantor and
the other Holders signature pages.


 


[Signature Page to
Amended and Restated Registration Rights Agreement] 


 






     


     


    

 


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


 


	 	By:	 
	 	Its:


 


[Signature
Page to Amended and Restated Registration Rights Agreement] 


 






     


     


    

 


SCHEDULE A


 


Future Health
Holders


 


BEA HOLDINGS, LLC


 


M2 ENTERPRISES HOLDINGS,
LLC


 


HC1.COM, INC


 


MB EQUITY, LLC


 


MAGNETAR CONSTELLATION MASTER
FUND, LTD.


 


MAGNETAR CONSTELLATION FUND
II, LTD


 


MAGNETAR STRUCTURED CREDIT
FUND, LP


 


MAGNETAR XING HE MASTER FUND
LTD


 


MAGNETAR SC FUND LTD


 


PURPOSE ALTERNATIVE CREDIT
FUND LTD


 


PURPOSE ALTERNATIVE CREDIT
FUND – T LLC


 


MAGNETAR LAKE CREDIT FUND
LLC


 


MAGNETAR CAPITAL MASTER FUND,
LTD


 


MAGNETAR DISCOVERY MASTER
FUND LTD


 


LMR MASTER FUND LIMITED


 


LMR CCSA MASTER FUND LIMITED


 


GLAZER SPECIAL OPPORTUNITY
FUND I, LP


 


METEORA CAPITAL PARTNERS,
LP


 


KEPOS ALPHA MASTER FUND L.P.


 


KEPOS SPECIAL SITUATIONS
MASTER FUND L.P.


 


CAAS CAPITAL MANAGEMENT LP


 


POLAR MULTI-STRATEGY MASTER
FUND


 


CITADEL CEMF INVESTMENTS
LTD


 


[Schedule A to Amended
and Restated Registration Rights Agreement] 


 






     


     


    

 


FUTURE HEALTH ASSOCIATES 1, LLC


 


VARIANT CAPITAL LIMITED


 


HAKIM HOLDING GROUP COMPANY LIMITED


 


[Schedule
A to Amended and Restated Registration Rights Agreement] 


 






     


     


    

 


EXHIBIT A


 


REGISTRATION
RIGHTS AGREEMENT JOINDER


 


The
undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated
Registration Rights Agreement, dated as of [], 2022 (as the same may hereafter be amended, the “Registration Rights
Agreement”), among Excelera Health, Inc. (f/k/a as Future Health ESG 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 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 Common Stock shall not be included as Registrable Securities,
for purposes of the Excluded Sections.


 


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


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	Address:


 


	Agreed and Accepted as of	 
	                ,
20     	 
	 	 
	Excelera Health, Inc. (f/k/a as Future Health ESG Corp.)	 
	 	 
	By:	    	 
	Name:	 
	Its:	 


 


[Schedule
A to Amended and Restated Registration Rights Agreement]