Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made as of ____________, 2021 by and among Yesway, Inc., a Delaware corporation (the
 “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof
(such Persons, collectively, the “Holders”).


 


RECITALS


 


WHEREAS, the Corporation is
contemplating an offer and sale of its shares of Class A common stock, par value $0.0001 per share (the “Class A
Common Stock” and such shares, the “Shares”), to the public in an underwritten initial public
offering (the “IPO”);


 


WHEREAS, the Corporation desires
to use a portion of the net proceeds from the IPO to purchase Common Units (as defined below) of BW Ultimate Parent, LLC, a Delaware limited
liability company (the “LLC Company”), and the LLC Company desires to issue its Common Units to the Corporation
in exchange for such portion of the net proceeds from the IPO;


 


WHEREAS, immediately prior
to or simultaneously with the purchase by the Corporation of the Common Units, the Corporation, the LLC Company and the Holders and certain
other parties will enter into that certain Third Amended and Restated Limited Liability Company Agreement of the LLC Company (such agreement,
as it may be amended, restated, amended and restated, supplemented or otherwise modified form time to time, the “LLC Agreement”);


 


WHEREAS, in connection with
the closing of the IPO, (i) the Corporation will become the sole managing member of the LLC Company, (ii) under the LLC Agreement,
the equity interests held by the Holders and the other equity owners in the LLC Company prior to such time will be cancelled and new Common
Units (as defined in the LLC Agreement, the “Common Units”) of the LLC Company will be issued, (iii) each
Holder will become a non-managing member of the LLC Company but otherwise continue to hold Common Units in the LLC Company, and (iv) in
consideration of the Corporation acquiring the Common Units and becoming the managing member of the LLC Company and for other good consideration,
the LLC Company has provided the Holders with a redemption right pursuant to which the Holders can redeem their Common Units for, at the
Corporation’s option, shares of Class A Common Stock or cash on the terms set forth in the LLC Agreement; and


 


WHEREAS, in connection with
the IPO and the transactions described above, the Corporation has agreed to grant to the Holders certain rights with respect to the registration
of the Registrable Securities (as defined below) on the terms and conditions set forth herein.


 


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


 


Section 1.     Definitions.
For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1:


 


“Acquired
Common” has the meaning set forth in Section 15.


 






    


     


    

 


“Additional
Holder” has the meaning set forth in Section 15, and shall be deemed to include each such Person’s Affiliates,
immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.


 


“Adverse Disclosure”
means public disclosure of material non-public information which, in the Board’s judgment, after consultation with outside legal
counsel to the Corporation, (i) would be required to be made in any report or Registration Statement filed with the SEC by the Corporation
so that such report or Registration Statement would not be materially misleading; (ii) would not be required to be made at such time
but for the filing, effectiveness or continued use of such report or Registration Statement; and (iii) the Corporation has a bona
fide business purpose for not disclosing publicly at such time.


 


“Affiliate”
of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Corporation
and its Subsidiaries shall not be deemed to be Affiliates of any Holder. As used in this definition, “control” (including,
with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall
mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership
of securities, by contract or otherwise).


 


“Affiliate Transferee”
means, with respect to any Person, any Transferee that is an Affiliate of such Person.


 


“Agreement”
has the meaning set forth in the recitals.


 


“Automatic Shelf
Registration Statement” shall have the meaning set forth in Rule 405.


 


“Board”
means the board of directors of the Corporation.


 


“Brookwood”
means Brookwood Financial Partners, LLC, a Delaware limited liability company, certain funds affiliated with Brookwood Financial Partners,
LLC and other entities over which Brookwood Financial Partners, LLC has voting control.


 


“Brookwood Holders”
means the entities designated as Brookwood Holders on the Schedule of Holders (the “Brookwood Members”), any
Affiliate of the Brookwood Members, any of its Affiliate Transferees and any Affiliate Transferee of any of the foregoing.


 


“Business
Day” means any day of the year on which national banking institutions in New York are open to the public for conducting
business and are not required or authorized to close.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents
in capital stock of such corporation (whether voting or nonvoting and whether common or preferred), (ii) with respect to any Person
that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other
equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution
of assets of the issuing Person, and (iii) any and all warrants, rights (including conversion and exchange rights) and options to
purchase any security described in the clause (i) or (ii) above.


 






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“Class A
Common Stock” has the meaning set forth in the recitals.


 


“Class B
Common Stock” means the Corporation’s Class B common stock, par value $0.0001 per share.


 


“Common
Units” has the meaning set forth in the recitals.


 


“Corporation”
has the meaning set forth in the recitals.


 


“Demand
Registrations” has the meaning set forth in Section 3(a).


 


“Eligible Demand
Participation Holders” means each of the Brookwood Holders and any other Holders that the Brookwood Holders have designated
as Eligible Demand Participation Holders.


 


“Eligible Take-Down
Holders” means each of the Brookwood Holders and any other Holders that the Brookwood Holders have designated as Eligible
Take-Down Holders, in each case, to the extent it is a Shelf Holder.


 


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


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Free
Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.


 


“Holder”
has the meaning set forth in the recitals, and shall be deemed to include their respective Affiliates, immediate family members, heirs,
successors and assigns who may succeed to such Person as a Holder hereunder or who may join as party to this Agreement as an Additional
Holder.


 


“Initiating Holder”
means one or more Brookwood Holders, or any Brookwood Affiliate Transferee to whom a Brookwood Holder has transferred rights pursuant
to Section 9 below, acting pursuant to Section 2(d) and Section 3(a).


 


“IPO”
has the meaning set forth in the recitals.


 


“Joinder”
has the meaning set forth in Section 15.


 


“LLC
Agreement” has the meaning set forth in the recitals.


 


“LLC
Company” has the meaning set forth in the recitals.


 


“Marketed”
means an Underwritten Shelf Take-Down that involves the use or involvement of a customary “road show” (including an “electronic
road show”) or other substantial marketing effort by underwriters over a period of at least 48 hours.


 






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“MNPI”
means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act.


 


“Non-Marketed”
means an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down.


 


“Permitted Transferee”
shall have the meaning set forth in the LLC Agreement.


 


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


 


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


 


“Public
Offering” means any sale or distribution to the public of Capital Stock of the Corporation pursuant to an offering
registered under the Securities Act, whether by the Corporation, by Holders and/or by any other holders of the Corporation’s Capital
Stock.


 


“register”,
 “registered” and “registration” means a registration effected pursuant to a registration
statement filed with the SEC (the “Registration Statement”) in compliance with the Securities Act, and the declaration
or ordering by the SEC of the effectiveness of such Registration Statement.


 


“Registrable
Securities” means (i) any Class A Common Stock issued by the Corporation in a Share Settlement in connection
with (x) the redemption by the LLC Company of Common Units owned by any Holders or (y) at the election of the Corporation, in
a direct exchange for Common Units owned by any Holder, in each case in accordance with the terms of the LLC Agreement, (ii) any
Capital Stock of the Corporation or of any Subsidiary of the Corporation issued or issuable with respect to the securities referred to
in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation
or other reorganization, and (iii) any other Shares owned, directly or indirectly, by Holders. As to any particular Registrable Securities
owned by any Person, such securities shall cease to be Registrable Securities (a) on the date such securities have been sold or distributed
pursuant to a Public Offering, (b) on the date such securities have been sold in compliance with Rule 144 following the consummation
of the IPO, (c) on the date such securities have been repurchased by the Corporation or a Subsidiary of the Corporation or (d) on
the date the Holder which, together with his, her or its Permitted Transferees, beneficially owns less than one percent (1%) of the Capital
Stock of the Corporation that is outstanding at such time and such Holder is able to dispose of all of its Registrable Securities pursuant
to Rule 144 in a single transaction without volume limitation or other restrictions on transfer thereunder (subject to the demand
rights of any Initiating Holder in Section 3(a)) and the Corporation has delivered an opinion of counsel reasonably satisfactory
to the transfer agent of the Corporation’s equity securities certifying that such Registrable Securities may be so sold. For purposes
of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall be deemed to be in existence, whenever
such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with
a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities
hereunder; provided a holder of Registrable Securities may only request that Registrable Securities in the form of Capital Stock
of the Corporation that is registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant
to this Agreement. For the avoidance of doubt, while Common Units and shares of Class B Common Stock may constitute Registrable Securities,
under no circumstances shall the Corporation be obligated to register Common Units or shares of Class B Common Stock, and only Shares
issuable upon redemption or exchange of Common Units will be registered.


 






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“Registration
Expenses” means any and all expenses incident to the performance by the Corporation of its obligations under this Agreement,
including (i) all SEC or stock exchange registration and filing fees (including, if applicable, the fees and expenses of any “qualified
independent underwriter,” as such term is defined in Rule 5121 of FINRA (or any successor provision), and of its counsel),
(ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters
in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and all rating agency
fees, (v) the fees and disbursements of counsel for the Corporation and of its independent public accountants, including the expenses
of any special audits and/or comfort letters required by or incident to such performance and compliance, (vi) any fees and disbursements
of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Corporation so desires
or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested
registration, but excluding underwriting discounts and commissions and transfer taxes, if any, (vii) the reasonable fees and out-of-pocket
expenses of one counsel for the Brookwood Holders, (viii) the costs and expenses of the Corporation relating to analyst and investor
presentations or any “road show” undertaken in connection with the registration and/or marketing of the Registrable Securities
(including Expenses incurred by the Brookwood Holders in connection therewith) and (ix) any other fees and disbursements customarily
paid by the issuers of securities.


 


“Rule 144,”
 “Rule 158,” “Rule 405” and “Rule 415” mean,
in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same shall be amended
from time to time, or any successor rule then in force.


 


“Schedule
of Holders” means the schedule attached to this Agreement entitled “Schedule of Holders,” which shall
reflect each Holder from time to time party to this Agreement.


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


“Share
Settlement” shall have the meaning set forth in the LLC Agreement.


 






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“Shares”
has the meaning set forth in the recitals.


 


“Shelf Holder”
means any Holder that owns Registrable Securities that have been registered on a Shelf Registration Statement.


 


“Shelf
Registration Statement” means a Registration Statement of the Corporation filed with the SEC on Form S-3 for
an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be
adopted by the SEC) covering the Registrable Securities, as applicable.


 


“Shelf Take-Down”
means any offering or sale of Registrable Securities initiated by an Initiating Holder pursuant to a Shelf Registration Statement.


 


“Subsidiary”
means, with respect to the Corporation, any corporation, limited liability company, partnership, association or other business entity
of which (i) if a corporation, a majority of the total voting power of Capital Stock of such Person entitled (without regard to the
occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by the
Corporation, or (ii) if a limited liability company, partnership, association or other business entity, either (x) a majority
of the Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of managers,
general partners or other oversight board vested with the authority to direct management of such Person is at the time owned or controlled,
directly or indirectly, by the Corporation or (y) the Corporation or one of its Subsidiaries is the sole manager or general partner
of such Person.


 


“Third Party Holder”
means any holder (other than a Holder) of Shares who exercises contractual rights to participate in a registered offering of Shares.


 


“Third Party Shelf
Holder” means any Third Party Holders whose Registrable Securities are registered on a Shelf Registration Statement on which
Registrable Securities of the Holders are also registered.


 


“Transferee”
means any Person to whom any Holder directly or indirectly transfers Registrable Securities in accordance with the terms hereof.


 


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


 






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Section 2.     Shelf
Registration.


 


(a)            Filing.
Subject to the Corporation’s rights under Section 2(c), for so long as any Holder holds any Registrable Securities, the Corporation
hereby agrees that it shall, upon request by any such Holder, upon the Corporation becoming eligible to file and use a Shelf Registration
Statement, use its reasonable best efforts to (i) file a Shelf Registration Statement (which Shelf Registration Statement shall be
designated by the Corporation as an Automatic Shelf Registration Statement if the Corporation is a WKSI at the time of filing such Shelf
Registration Statement with the SEC), as will permit or facilitate the sale and distribution of all Registrable Securities owned by the
Holders (or such lesser amount of the Registrable Securities of any Holder as such Holder shall request to the Corporation in writing),
and (ii) cause such Shelf Registration Statement to become effective as promptly as reasonably practicable after the Company becomes
eligible to file and use a Shelf Registration Statement. No later than ten (10) Business Days prior to the filing of such Shelf Registration
Statement, the Corporation shall give written notice to all Holders (a “Shelf Registration Notice”) of the anticipated
date of the filing of such Shelf Registration Statement. If the Corporation is permitted by applicable law, rule or regulation to
add selling securityholders or additional Registrable Securities, as applicable, to a Shelf Registration Statement without filing a post-effective
amendment, a Holder that requested that not all of its Registrable Securities be included in a Shelf Registration Statement that is currently
effective may request the inclusion of such Holder’s Registrable Securities (such amount not in any event to exceed the total Registrable
Securities owned by such Holder) in such Shelf Registration Statement at any time or from time to time, and the Corporation shall add
such Registrable Securities to the Shelf Registration Statement as promptly as reasonably practicable, and such Holder shall be deemed
a Shelf Holder. The Corporation shall also use its reasonable best efforts to file any replacement or additional Shelf Registration Statement
and use reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the
expiration of the initial Shelf Registration Statement filed pursuant to this Section 2(a).


 


(b)            Continued
Effectiveness. The Corporation shall use its reasonable best efforts to keep such Shelf Registration Statement filed pursuant to this
Section 2 hereof, including any replacement or additional Shelf Registration Statement, continuously effective under the Securities
Act in order to permit the Prospectus forming a part thereof to be usable by the Shelf Holders until the earlier of (i) the date
as of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities
and (ii) such shorter period as the Initiating Holders may determine.


 


(c)            Suspension
of Filing or Registration. If the Corporation shall furnish to the Holders (if a Shelf Registration Statement has not yet become effective)
or the Shelf Holders (after a Shelf Registration Statement has become effective), a certificate signed by the chief executive officer
or equivalent senior executive of the Corporation, stating that the filing, effectiveness or continued use of the Shelf Registration Statement
would require the Corporation to make an Adverse Disclosure, then the Corporation shall have a period of not more than sixty (60) days
or such longer period as the applicable Initiating Holder shall consent to in writing, within which to delay the filing or effectiveness
(but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared
effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”);
provided, however, that, unless consented to in writing by the applicable Initiating Holder, the Corporation shall not be permitted to
exercise in any twelve (12) month period (i) more than two (2) Shelf Suspensions pursuant to this 2(c) and Demand Delays
pursuant to Section 3(a)(ii) in the aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 2(c) and
Demand Delays pursuant to Section 3(a)(ii) of more than one hundred twenty (120) days. Each Holder shall keep confidential the
fact that a Shelf Suspension is in effect, the certificate referred to above and its contents for the permitted duration of the Shelf
Suspension or until otherwise notified by the Corporation, except (A) for disclosure to such Holder’s employees, agents and
professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent
required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and
(C) as required by law, rule or regulation. In the case of a Shelf Suspension that occurs after the effectiveness of the Shelf
Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension
in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred
to above. The Corporation shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension,
and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf
Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities
Act and (ii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so
it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders
such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. The Corporation agrees,
if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Corporation
for the shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations
promulgated thereunder or as may reasonably be requested by the Shelf Holders of a majority of the Registrable Securities then outstanding.


 






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(d)            Shelf
Take-Downs.


 


(i)            Generally.
Subject to the terms and provisions of this Agreement, for so long as the Initiating Holder (the “Shelf Take-Down Initiating
Holder”) may initiate a Shelf Take-Down pursuant to this Section 2(d), at the option of such Shelf Take-Down Initiating
Holder, such Shelf Take-Down (a) may be in the form of an Underwritten Shelf Take-Down or a Shelf Take-Down that is not an Underwritten
Shelf Take-Down and (b) in the case of an Underwritten Shelf Take-Down, may be Non-Marketed or Marketed, in each case, as shall be
specified in the written demand delivered by the Shelf Take-Down Initiating Holder to the Corporation pursuant to the provisions of this
Section 2(d). Notwithstanding anything contained in this Section 2(d), no Shelf Take-Down Initiating Holder, other than the
Brookwood Holders, shall have the right to initiate a Shelf Take-Down if such Shelf Take-Down Initiating Holder could sell or otherwise
distribute its Registrable Securities pursuant to Rule 144 promulgated under the Securities Act in a single transaction without any
volume or manner of sale limitations.


 


(ii)            Underwritten
Shelf Take-Downs.


 


(a)            A
Shelf Take-Down Initiating Holder may elect in a written demand delivered to the Corporation (an “Underwritten Shelf Take-Down
Notice”) for any Shelf Take-Down that it has initiated (including any Restricted Shelf Take-Down) to be in the form of an
underwritten offering (an “Underwritten Shelf Take-Down”), and the Corporation shall, if so requested, file
and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable but in no event later
than twenty (20) days after the delivery of such Underwritten Shelf Take-Down Notice; provided, that any such Underwritten Shelf Take-Down
must involve the offer and sale by such Shelf Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net
aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such Underwritten
Shelf Take-Down is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees
(in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority
of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the underwriter
or underwriters to administer such Underwritten Shelf Take-Down; provided, that such underwriter or underwriters shall be reasonably acceptable
to the Corporation.


 






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(b)            With
respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise
would be entitled to participate in such Underwritten Shelf Take-Down pursuant to Section 2(d)(iii) or Section 2(d)(iv),
as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such
Shelf Holder’s right of participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities
in the underwriting to the extent provided and requested herein. The Corporation shall, together with all Shelf Holders and Third Party
Shelf Holders of Registrable Securities of the Corporation proposing to distribute their securities through such Underwritten Shelf Take-Down,
enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with Section 2(d)(ii)(a).
Notwithstanding any other provision of this Section 2, if the underwriter shall advise the Corporation that marketing factors (including
an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten
in a Underwritten Shelf Take-Down, then the Corporation shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable
Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may
be included in such Underwritten Shelf Take Down shall be allocated first pro rata among such Shelf Holders and second pro rata among
the Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held
by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable Securities
thereby allocated to a Shelf Holder or Third Party Shelf Holder that exceeds such Shelf Holder’s or Third Party Shelf Holder’s
request shall be reallocated among the remaining Shelf Holders and Third Party Shelf Holders in like manner. No Registrable Securities
excluded from an Underwritten Shelf Take-Down by reason of the underwriter’s marketing limitation shall be included in such underwritten
offering.


 


(iii)            Marketed
Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate
in such notice that it delivers to the Corporation pursuant to Section 2(d)(ii) whether it intends for such Underwritten Shelf
Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Marketed Underwritten
Shelf Take-Down shall be deemed to be, for purposes of Section 3(a), a Demand Registration. Upon receipt of an Underwritten Shelf
Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Corporation shall
promptly (but in any event no later than 5:00 p.m., New York City time, on (x) the second trading day prior to the date on which
the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for the Marketed
Underwritten Shelf Take-Down is expected to be finalized and (y) the second trading day prior to the date on which the pricing of
the relevant a Marketed Underwritten Shelf Take-Down occurs) give written notice of such Marketed Underwritten Shelf Take-Down to all
other Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Eligible Take-Down Holders
requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing by 5:00 p.m., New York City time, on the earlier
of (I) the trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection
with pre-pricing marketing efforts for the relevant Marketed Underwritten Shelf Take-Down is expected to be finalized and (II) the
trading day prior to the date on which the pricing of the relevant Marketed Underwritten Shelf Take-Down occurs. Each such Eligible Take-Down
Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms
and conditions of Section 2(d)(ii).


 






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(iv)            Non-Marketed
Underwritten Shelf Take-Downs and Non-Underwritten Shelf Take-Downs.


 


(a)            Any
Shelf Take-Down Initiating Holder may initiate a (x) Non-Marketed Underwritten Shelf Take-Down or a (y) Shelf Take-Down that
is not an Underwritten Shelf Take-Down (a Shelf Take-Down referred to in (x) or (y) is referred to as a “Restricted
Shelf Take-Down”) by providing written notice thereof to the Corporation and, to the extent required by Section 2(d)(iv)(b),
all other Eligible Take-Down Holders; provided, that any such Restricted Shelf Take-Down must involve the offer and sale by such Shelf
Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction of
underwriter commissions and offering expenses) of at least $15,000,000, unless such Restricted Shelf Take-Down is for all of the Registrable
Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than
the inclusion of all of such Registrable Securities). Any notice delivered pursuant to the immediately preceding sentence shall include
(i) the total number of Registrable Securities expected to be offered and sold in such Shelf Take-Down and (ii) the expected
timing and plan of distribution of such Shelf Take-Down. For the avoidance of doubt, an Eligible Take-Down Holder that is not a Shelf
Take-Down Initiating Holder cannot initiate an Underwritten Shelf Take-Down.


 


(b)            With
respect to each Restricted Shelf Take-Down, the Shelf Take-Down Initiating Holder initiating such Restricted Shelf Take-Down shall provide
written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the Corporation
and all other Eligible Take-Down Holders promptly (but in any event no later than 5:00 p.m., New York City time two (2) Business
Days prior to the completion of such Restricted Shelf Take-Down) which Restricted Shelf Take-Down Notice shall set forth (w) the
total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (x) the expected timing
and plan of distribution of such Restricted Shelf Take-Down, (y) an invitation to each Eligible Take-Down Holder to elect (such Eligible
Take-Down Holders who make such an election being “Take-Down Tagging Holders” and, together with the Shelf Take-Down
Initiating Holders and all other Persons (other than any Affiliates of the Shelf Take-Down Initiating Holders) who otherwise are Transferring,
or have exercised a contractual or other right to Transfer, Registrable Securities in connection with such Restricted Shelf Take-Down,
the “Restricted Take-Down Selling Holders”) to include in the Restricted Shelf Take-Down Registrable Securities
held by such Take-Down Tagging Holder (but subject to Section 2(d)(ii)(b)) and (z) the action or actions required (including
the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each Eligible Take-Down Holder that elects to exercise
such right (including the delivery of one or more stock certificates representing Registrable Securities of such Eligible Take-Down Holder
to be sold in such Restricted Shelf Take-Down).


 






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(c)            Upon
delivery of a Restricted Shelf Take-Down Notice, each Eligible Take-Down Holder may elect to sell Registrable Securities in such Restricted
Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for
the Registrable Securities as agreed to by the Shelf Take-Down Initiating Holders, by sending an irrevocable written notice (a “Take-Down
Participation Notice”) to the Shelf Take-Down Initiating Holders within the time period specified in such Restricted Shelf
Take-Down Notice, indicating his, her or its election to sell up to the number of Registrable Securities in the Restricted Shelf Take-Down
specified by such Eligible Take-Down Holder in such Take-Down Participation Notice (but, in all cases, subject to Section 2(d)(ii)(b)).
Following the time period specified in such Restricted Shelf Take-Down Notice, each Take-Down Tagging Holder that has delivered a Take-Down
Participation Notice shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted
Shelf Take-Down Notice, concurrently with the Shelf Take-Down Initiating Holders and the other Restricted Take-Down Selling Holders, the
number of Registrable Securities calculated pursuant to Section 2(d)(ii)(b). For the avoidance of doubt, it is understood that in
order to be entitled to exercise his, her or its right to sell Registrable Securities in a Restricted Shelf Take-Down pursuant to this
Section 2(d)(iv), each Take-Down Tagging Holder must agree to make the same representations, warranties, covenants, indemnities and
agreements, if any, as the Shelf Take-Down Initiating Holders agree to make in connection with the Restricted Shelf Take-Down, with such
additions or changes as are required of such Take-Down Tagging Holder by the underwriters.


 


(v)


 


(a)            Notwithstanding
the delivery of any Restricted Shelf Take-Down Notice, for the first two (2) years following the consummation of the IPO, (i) all
determinations as to whether to complete any Restricted Shelf Take-Down and as to the timing of such Restricted Shelf Take-Down shall
be at the sole discretion of the Brookwood Holders and (ii) all determinations with respect to the manner, price and other terms
and conditions of any Restricted Shelf Take-Down shall be at the sole discretion of the Shelf Holders that own a majority of the Registrable
Securities to be offered for sale in such Restricted Shelf Take-Down (the “Majority Holders”) (after reasonable consultation
with the Brookwood Holders to the extent the Brookwood Holders are participating therein and are not the Majority Holders). Following
the two (2) year anniversary of the consummation of the IPO and notwithstanding the delivery of any Restricted Shelf Take-Down Notice,
all determinations with respect to the manner, price and other terms and conditions of any Restricted Shelf Take-Down shall be at the
sole discretion of the Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Restricted Shelf
Take-Down. Each of the Eligible Take-Down Holders agrees to reasonably cooperate with each Shelf Take-Down Initiating Holder and each
other Eligible Take-Down Holder to establish notice, delivery and documentation procedures and measures to facilitate such other Eligible
Take-Down Holder’s participation in future potential Restricted Shelf Take-Downs pursuant to this Section 2(d)(v)(a).


 






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(b)            Notwithstanding
anything herein to the contrary, for any Shelf Take-Downs that do not constitute Restricted Shelf Take-Downs, all determinations as to
the timing, manner, price and other terms and conditions of any Shelf Take-Downs that do not constitute Restricted Shelf Take-Downs shall
be at the sole discretion of the Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Shelf
Take-Down (after reasonable consultation with the Brookwood Holders to the extent the Brookwood Holders are participating therein and
are not the Holders that own a majority of the Registrable Securities to be offered for sale in such Shelf Take-Down).


 


		Section 3.	Demand
Registration; Restrictions on Registered Offerings.



 


(a)            Holders’
Demand for Registration. If, following the consummation of the IPO, the Corporation shall receive a written demand from the Brookwood
Holders that the Corporation effect any registration other than a shelf registration or a Shelf Take-Down (a “Demand Registration”)
of Registrable Securities held by such Holder(s) having a reasonably anticipated net aggregate offering price (after deduction of
underwriter commissions and offering expenses) of at least, in the case of a Demand Registration, $50,000,000 unless such registration
is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case
there is no minimum other than the inclusion of all of such Registrable Securities), the Corporation shall:


 


(i)            promptly
(but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written
notice of the proposed registration to all other Eligible Demand Participation Holders; and


 


(ii)            use
its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution
of all or such portion of such Initiating Holder(s)’ Registrable Securities as are specified in such demand, together with all or
such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified
in a written demand received by the Corporation within five (5) days after such written notice is given; provided, that the Corporation
shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3 (but shall be obligated
to continue to prepare such Registration Statement or other disclosure document) if the Corporation shall furnish to such Eligible Demand
Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of the Corporation, stating that
the filing or effectiveness of such Registration Statement would require the Corporation to make an Adverse Disclosure, in which case
the Corporation shall have an additional period (each, a “Demand Delay”) of not more than sixty (60) days (or
such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however,
that, unless consented to in writing by the Initiating Holders, the Corporation shall not exercise, in any twelve (12) month period, (x) more
than two (2) Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to 2(c) in the aggregate
or (y) aggregate Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to Section 2(c) of
more than one hundred twenty (120) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay
is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified
by the Corporation, except (A) for disclosure to such Eligible Demand Participation Holder’s employees, agents and professional
advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required
in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as
required by law.


 






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(b)            Underwriting.
If the Initiating Holder(s) intend to distribute the Registrable Securities covered by their demand by means of an underwritten offer,
they shall so advise the Corporation as part of their demand made pursuant to this Section 3, and the Corporation shall include such
information in the written notice referred to in Section 3(a)(i). In such event, the right of any Holder to registration pursuant
to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. The Corporation shall, together with all holders of Registrable
Securities of the Corporation proposing to distribute their securities through such underwriting, enter into an underwriting agreement
in customary form with the underwriter or underwriters selected by the Initiating Holder owning a majority of the Registrable Securities
to be offered for sale in such underwriting by the Initiating Holders and reasonably satisfactory to the Corporation. Notwithstanding
any other provision of this Section 3, if the underwriter shall advise the Corporation that marketing factors (including an adverse
effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten, then the Corporation
shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable
Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders and other holders
of Registrable Securities exercising a contractual right pursuant to this Section 3 to dispose of Registrable Securities in such
underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such persons
at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities to
be underwritten, the Corporation may include securities for its own account (or for the account of any other Persons) in such registration
if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited. The per security offering price
in a Demand Registration shall be determined by the holder of the majority of the Registrable Securities included in such registration.


 


(c)            Effective
Registration. The Corporation shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such
registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period
as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration
Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriters, a prospectus is
required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (the applicable period,
the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand
Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental
agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration
are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating
Holder.


 






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		Section 4.	Piggyback
Registration.



 


(a)            If
at any time or from time to time the Corporation shall determine to register any of its equity securities, either for its own account
or for the account of security holders (other than (1) in a registration relating solely to employee benefit plans, (2) a Registration
Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (3) a registration
pursuant to which the Corporation is offering to exchange its own securities for other securities, (4) a Registration Statement relating
solely to dividend reinvestment or similar plans, (5) a Shelf Registration Statement pursuant to which only the initial purchasers
and subsequent transferees of debt securities of the Corporation or any Subsidiary that are convertible for Units and that are initially
issued pursuant to Rule 144A and/or Regulation S (or any successor provision) of the Securities Act may resell such notes and sell
the Units into which such notes may be converted or (6) a registration pursuant to Section 2 or Section 3 hereof) the Corporation
shall:


 


(i)            promptly
(but in no event less than ten (10) days before the effective date of the relevant Registration Statement) give notice to each of
the Holders; and


 


(ii)            include
in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved
therein, all the Registrable Securities specified in a written request or requests made within five (5) days after receipt of such
written notice from the Corporation by any Holder except as set forth in Section 4(b) below.


 


(b)            Underwriting.
If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation
shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In such event the right of any Holder
to registration pursuant to this Section 4 shall be conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to dispose
of their Registrable Securities through such underwriting, together with the Corporation and the other parties distributing their securities
through such underwriting, shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected
for such underwriting by the Corporation. Notwithstanding any other provision of this Section 4, if the underwriters shall advise
the Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a
limitation of the number of Registrable Securities to be underwritten, then the Corporation may limit the number of Registrable Securities
to be included in the registration and underwriting, subject to the terms of this Section 4. The Corporation shall so advise all
Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may
be included in the registration and underwriting shall be allocated in the following manner: first, to the Corporation and second, to
the Holders and other holders of Registrable Securities exercising a contractual right pursuant to this Section 4 to dispose of Registrable
Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such persons; provided,
that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among
the remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce
the securities being offered by the Corporation for its own account to be included in the registration and underwriting, or (ii) reduce
the amount of securities of the selling Holders included in the registration to below twenty-five percent (25%) of the total amount of
Class A Common Stock included in such registration, unless such offering does not include Class A Common Stock of any other
selling security holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the
immediately preceding sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation
shall be included in such registration. For the avoidance of doubt, nothing in this Section 4(b) is intended to diminish the
number of securities to be included by the Corporation in the underwriting.


 






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(c)            Right
to Terminate Registration. The Corporation shall have the right to terminate or withdraw any registration initiated by it under this
Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.


 


Section 5.              Expenses
of Registration. All Registration Expenses incurred in connection with all registrations effected pursuant to Section 2, Section 3
or Section 4, shall be borne by the Corporation; provided, however, that the Corporation shall not be required to pay stock transfer
taxes, underwriters’ discounts or selling commissions relating to Registrable Securities; provided, further, that the Registration
Expenses incurred by the Holders (except for the Brookwood Holders) which are to be borne by the Corporation shall be limited to the
Registration Expenses incurred in connection with registrations effected pursuant to Section 2(d)(iii) and Section 3 only.


 


Section 6.               Obligations
of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation
shall, as expeditiously as reasonably possible:


 


(a)            prepare
and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause
such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred
eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as
may be prescribed herein;


 


(b)            prepare
and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration
Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition
by sellers thereof set forth in such Registration Statement;


 


(c)            permit
any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to
participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material,
furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included;


 






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(d)            furnish
to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents
incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;


 


(e)            in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement;


 


(f)            notify
each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received
by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for
amendments or supplements to such Registration Statement or such prospectus or for additional information;


 


(g)           notify
each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;


 


(h)          upon
the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to
the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein
by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, such Registration Statement will not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading;


 


(i)            notify
each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is
received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or
any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the
initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(j)            use
its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of
any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal
of any such order as soon as practicable;


 






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(k)            make
available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution
pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other
records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s
officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant
or agent in connection with such Registration Statement;


 


(l)            use
its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration
Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable
Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States
as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things
reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and
Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction
where it is not then so subject;


 


(m)           obtain
for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion
or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten
offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably
satisfactory to such holders or underwriters, as the case may be, and their respective counsel;


 


(n)             in
the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable
Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants
in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters
reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;


 


(o)             use
its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities
exchange or automated quotation system on which the Shares are then listed;


 


(p)            provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement
from and after a date not later than the effective date of such Registration Statement;


 


(q)            cooperate
with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated
form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request
at least two (2) Business Days prior to any sale of Registrable Securities;


 






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(r)           use
its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable,
an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated
thereunder; and


 


(s)           in
the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road
show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate
in each proposed offering contemplated herein and customary selling efforts related thereto.


 


Section 7.               Indemnification.


 


(a)            The
Corporation shall, and does hereby undertake to, indemnify and hold harmless each Holder of Registrable Securities and each of such Holder’s
officers, managers, trustees, employees, partners, managers, members, equityholders, beneficiaries, affiliates and agents and each Person,
if any, who controls such Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, with respect to any registration, qualification, compliance or sale effected pursuant to this Agreement, and each underwriter, if
any, and each Person who controls any underwriter, of the Registrable Securities held by or issuable to such Holder, against all claims,
losses, damages and liabilities (or actions in respect thereto) to which they may become subject under the Securities Act, the Exchange
Act, or other federal or state law arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular, Free Writing Prospectus or other similar document (including any related Registration
Statement, notification, or the like) incident to any such registration, qualification, compliance or sale effected pursuant to this Agreement,
or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which they were made, (B) any violation or alleged violation by
the Corporation of any federal, state or common law rule or regulation applicable to the Corporation in connection with any such
registration, qualification, compliance or sale, or (C) any failure to register or qualify Registrable Securities in any state where
the Corporation or its agents have affirmatively undertaken or agreed in writing (including pursuant to Section 6(l)) that the Corporation
(the undertaking of any underwriter being attributed to the Corporation) shall undertake such registration or qualification on behalf
of the Holders of such Registrable Securities (provided, that in such instance the Corporation shall not be so liable if it has undertaken
its reasonable best efforts to so register or qualify such Registrable Securities) and shall reimburse, as incurred, each such Holder,
each such underwriter and each such manager, officer, trustee, employee, partner, manager, member, equityholder, beneficiary, affiliate,
agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action; provided, that the Corporation shall not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in reliance and
in conformity with written information furnished to the Corporation by such Holder or underwriter expressly for use therein.


 






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(b)            Each
Holder (if Registrable Securities held by or issuable to such Holder are included in such registration, qualification, compliance or sale
pursuant to this Agreement) does hereby undertake to indemnify and hold harmless, severally and not jointly, the Corporation, each of
its officers, managers, employees, equityholders, affiliates and agents and each Person, if any, who controls the Corporation within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each underwriter, if any, and each Person
who controls any underwriter, of the Corporation’s securities covered by such a Registration Statement, and each other Holder, each
of such other Holder’s officers, managers, employees, partners, equityholders, affiliates and agents and each Person, if any, who
controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against
all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, Free Writing Prospectus
or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances in which they were made, and shall reimburse, as incurred, the
Corporation, each such underwriter, each such other Holder, and each such officer, manager, trustee, employee, partner, equityholder,
beneficiary, affiliate, agent and controlling person of the foregoing, for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus,
offering circular, Free Writing Prospectus or other document, in reliance upon and in conformity with written information that (i) relates
to such Holder in its capacity as a selling security holder and (ii) was furnished to the Corporation by such Holder expressly for
use therein; provided, however, that the aggregate liability of each Holder hereunder shall be limited to the gross proceeds after underwriting
discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in
connection with any Registration Statement shall be limited to the obligations contained in this Section 7(b).


 


Each party entitled to indemnification
under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide such
indemnification (the “Indemnifying Party”) of any claim as to which indemnification may be sought promptly after
such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified
Party may retain its own counsel at the Indemnifying Party’s expense if (i) representation of such Indemnified Party would
be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such
counsel in such proceeding and (ii) if the Indemnified Party shall have reasonably concluded that there may be legal defenses available
to it that are different from or in addition to those available to the Indemnifying Party; and provided, further, that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7,
except to the extent that such failure to give notice materially prejudices the Indemnifying Party in the defense of any such claim or
any such litigation. An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement that (i) includes as a term thereof the giving by the claimant
or plaintiff therein to such Indemnified Party of an unconditional release from all liability with respect to such claim or litigation
and (ii) does not include any recovery (including any statement as to or an admission of fault, culpability or a failure to act by
or on behalf of such Indemnified Party) other than monetary damages, and provided that any sums payable in connection with such settlement
are paid in full by the Indemnifying Party.


 






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(c)            In
order to provide for just and equitable contribution in case indemnification is prohibited or limited by law, the Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of
such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
and Indemnified Party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission
or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such actions; provided,
however, that, in any case, (i) no Holder will be required to contribute any amount in excess of the gross proceeds after underwriting
discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation
and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(d)            The
indemnities provided in this Section 7 shall survive the Transfer of any Registrable Securities by such Holder.


 


Section 8.              Information
by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Corporation such information
regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Corporation may reasonably request in
writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.


 


Section 9.             Transfer
of Registration Rights. Any Holder may assign or otherwise convey the rights contained in Section 2, Section 3 and Section 4
hereof to cause the Corporation to register the Registrable Securities and comply with its other obligations hereunder if, after such
assignment or conveyance, the applicable transferee holds at least 5% of the outstanding Registrable Securities.


 


Section 10.           Delay
of Registration. No Holder shall have any right to obtain, and hereby waives any right to seek, an injunction restraining or otherwise
delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation
of this Agreement.


 






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Section 11.             Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Corporation shall not, without the prior written
consent of the Brookwood Holders, enter into any agreement with any holder or prospective holder of any securities of the Corporation
that would allow such holder or prospective holder to (i) require the Corporation to effect a registration or (ii) include any
securities in any registration filed under Section 2, Section 3 and Section 4 hereof.


 


Section 12.            Rule 144
Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may permit
the sale of the Registrable Securities to the public without registration, the Corporation, following the IPO, agrees to use its reasonable
best efforts to:


 


(a)            make
and keep current public information available, within the meaning of Rule 144 (or any similar or analogous rule) promulgated under
the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act;


 


(b)           file
with the SEC, in a timely manner, all reports and other documents required of the Corporation under the Securities Act and Exchange Act
(after it has become subject to such reporting requirements); and


 


(c)           so
long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: (i) a written statement by the Corporation
as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90) days after the effective
date of the first registration filed by the Corporation for an offering of its securities to the general public), the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting requirements); (ii) a copy of the most recent annual
or quarterly report of the Corporation; and (iii) such other reports and documents as a Holder may reasonably request in availing
itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.


 


Section 13.             “Market
Stand Off” Agreement. Each Holder hereby agrees that with respect to underwritten offerings only (other than the IPO), such
period beginning seven (7) days immediately preceding and ending no more than ninety (90) days following the effective date of a
registration statement of the Corporation (or, in the case of an Underwritten Shelf Take-Down, following the date of the filing or effectiveness
of a preliminary prospectus or prospectus supplement relating to such underwritten offering (or if there is no such filing, the first
contemporaneous press release announcing commencement of such underwritten offering)) or such shorter period as the applicable Initiating
Holder may agree to with the underwriter or underwriters of such underwritten offering (provided, that, in each case, such period shall
not exceed forty five (45) days following such effective date, date of filing, effectiveness or first contemporaneous press release without
the prior written consent of the Brookwood Holders), such Holder or its Affiliates shall not sell, pledge, hypothecate, transfer, make
any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree
to be similarly bound) any Registrable Securities held by it at any time during such period except Registrable Securities included in
such registration. Each Holder agrees that it shall deliver to the underwriter or underwriters for any offering to which this Section 13
applies a customary agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered
to the underwriter or underwriters as the agreements delivered by each of the Brookwood Holders reflecting its agreement set forth in
this Section 13.


 






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Section 14.     Termination
of Registration Rights. The rights of any particular Holder to cause the Corporation to register securities under Section 2,
Section 3 or Section 4 hereof shall terminate as to any Holder on the date that such Holder no longer beneficially owns any
Registrable Securities.


 


Section 15.     Additional
Parties; Joinder. Subject to the prior written consent of each Holder, the Corporation may make any Person who acquires Class A
Common Stock or rights to acquire Class A Common Stock from the Corporation after the date hereof (including without limitation
any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional Holder”)
and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement
from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution
and delivery of a Joinder by such Additional Holder, the Class A Common Stock of the Corporation acquired by such Additional Holder
or issuable upon redemption or exchange of Common Units acquired by such Additional Holder (the “Acquired Common”)
shall be Registrable Securities to the extent provided herein, such Additional Holder shall be a Holder under this Agreement with respect
to the Acquired Common, and the Corporation shall add such Additional Holder’s name and address to the Schedule of Holders and
circulate such information to the parties to this Agreement.


 


Section 16.     Transfer
of Registrable Securities. No assignment or transfer of any Holder’s rights, duties and obligations hereunder shall be binding
upon or obligate the Corporation, and no Transferee shall be deemed a Holder hereunder, unless and until the Corporation shall have received
a Joinder, duly executed by such Transferee, agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer
of any Holder’s rights, duties and obligations hereunder in violation of any provision of this Agreement shall be void, and the
Corporation, in its sole discretion, may refuse to acknowledge or sign any Joinder entered into in violation of any provision of this
Agreement.


 


Section 17.     MNPI
Provisions.


 


(a)            Each
Holder acknowledges that the provisions of this Agreement that require communications by the Corporation or other Holders to such Holder
may result in such Holder and its Representatives (as defined below) acquiring MNPI (which may include, solely by way of illustration,
the fact that an offering of the Corporation’s securities is pending or the number of Corporation securities to be offered by,
or the identity of, the selling Holders).


 






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(b)           Each
Holder agrees that it will maintain the confidentiality of such MNPI and, to the extent such Holder is not a natural person, such confidential
treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered
to such Holder (“Policies”); provided that a holder may deliver or disclose MNPI to (i) its directors,
officers, employees, agents, attorneys, members, affiliates and financial and other advisors (collectively, the “Representatives”),
but solely to the extent such disclosure reasonably relates to its evaluation of exercise of its rights under this Agreement and the
sale of any Registrable Securities in connection with the subject of the notice, (ii) any federal or state regulatory authority
having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with any law, rule, regulation or order
applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation
to which such Holder is a party; provided further, that in the case of clause (i), the recipients of such MNPI are subject to
the Policies or agree to hold confidential the MNPI in a manner substantially consistent with the terms of this Section 17 and that
in the case of clauses (ii) through (v), such disclosure is required by law and such Holder shall promptly notify the Corporation
of such disclosure to the extent such Holder is legally permitted to give such notice.


 


(c)            Each
Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public
Offering), to elect to not receive any notice that the Corporation or any other Holders otherwise are required to deliver pursuant to
this Agreement by delivering to the Corporation a written statement signed by such Holder that it does not want to receive any notices
hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement
the Corporation and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided
to Holders hereunder to the extent that the Corporation or such other Holders reasonably expect would result in a Holder acquiring MNPI.
An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder
who previously has given the Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability
of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts
to minimize the administrative burden on the Corporation arising in connection with any such Opt-Out Requests.


 


Section 18.     General
Provisions.


 


(a)             Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified, terminated or waived
only with the prior written consent of the Corporation and the Brookwood Holders; provided that no such amendment, modification,
termination or waiver that would materially and adversely affect a Holder in a manner materially different than any other Holder (provided
that the accession by Additional Holders to this Agreement pursuant to Section 15 shall not be deemed to adversely affect any
Holder), shall be effective against such Holder without the consent of such Holder that is materially and adversely affected thereby.
The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance
with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its
obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance
by that Person of the same or any other obligations of that Person under this Agreement.


 






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


 


(c)            Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable
law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality
or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement shall
be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never
been contained herein.


 


(d)            Entire
Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations
by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.


 


(e)            Successors
and Assigns. This Agreement shall bind and inure to the benefit and be enforceable by the Corporation and its successors and assigns
and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of Holders are also for the benefit of, and enforceable by,
any subsequent or successor Holder.


 


(f)             Notices.
Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail
or facsimile if sent during normal business hours of the recipient but, if not, then on the next Business Day, (iii) one Business
Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after
it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be
sent to the Corporation at the address specified below and to any party subject to this Agreement at such address as indicated on the
Schedule of Holders, or at such address or to the attention of such other Person as the recipient party has specified by prior written
notice to the sending party. Any party may change such party’s address for receipt of notice by providing prior written notice
of the change to the sending party as provided herein. The Corporation’s address is:


 


Yesway, Inc.

2301 Eagle Parkway


Fort Worth, TX 76177


Attn: General Counsel


 






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With a copy to:


 


Latham & Watkins LLP

1271 Avenue of Americas


New York, NY 10020

Attn: Ian D. Schuman, Esq., Stelios G. Saffos, Esq. and Drew Capurro, Esq.

Facsimile: (212) 751-4864


 


or to such other address or to the attention
of such other Person as the recipient party has specified by prior written notice to the sending party.


 


(g)            Business
Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period
shall automatically be extended to the immediately following Business Day.


 


(h)           Governing
Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Corporation
and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement
and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without
giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of New York.


 


(i)            MUTUAL
WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER
HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING
RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.


 


(j)            CONSENT
TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH
OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S
RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS
TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION
TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.


 



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


 


(l)            Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


(m)           No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction shall be applied against any party.


 


(n)            Counterparts.
This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but
all such counterparts taken together shall constitute one and the same agreement.


 


(o)            Electronic
Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith
or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of
a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com) shall be treated in all manner and respects as an original agreement
or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered
in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the
use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract
and each such party forever waives any such defense.


 


(p)            Further
Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver any
additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the
provisions of this Agreement and the transactions contemplated hereby.


 






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(q)             No
Inconsistent Agreements. The Corporation shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the Holders in this Agreement.


 


* * * * *


 






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


 


	 	YESWAY,INC.
	 	 
	 	 
	 	By:	 
	 	Name:	Thomas N. Trkla
	 	Title:	Chief Executive Officer





 


[Signature Page to Registration Rights
Agreement]


 






    


     


    







 


	 	BW GAS & CONVENIENCE AGGREGATOR, LP
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	BW GAS & CONVENIENCE AGGREGATOR II, LP
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 



 


[Signature Page to Registration Rights
Agreement]


 






    


     


    

 


SCHEDULE OF HOLDERS


 


	Holder
	 	Holder
    Affiliation

	BW
    GAS & CONVENIENCE AGGREGATOR, LP	 	Brookwood
    Holder
	BW
    GAS & CONVENIENCE AGGREGATOR II, LP	 	Brookwood
    Holder


 



    


     


    

 


EXHIBIT A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing and delivering this
Joinder pursuant to the Registration Rights Agreement dated as of __________, 2021 (as the same may hereafter be amended, the “Registration
Rights Agreement”), among Yesway, Inc., a Delaware corporation (the “Corporation”), and
the other persons named as parties therein.


 


By executing and delivering this Joinder to the
Corporation, and upon acceptance hereof by the Corporation 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 provisions of the Registration Rights Agreement as a Holder of Registrable
Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, 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. The Corporation is directed to add the address below the undersigned’s signature on this Joinder to the Schedule
of Holders attached to the Registration Rights Agreement.


 


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__


 





	Yesway, Inc.	 
	 	 
	 	 
	By:	 	 
	Name:	 	 
	Its: