Exhibit 10.1





 


 


STOCKHOLDERS AGREEMENT


 


by and among


 


LEVY
ACquisition corp.


 


and


 


THE STOCKHOLDERS THAT
ARE SIGNATORIES HERETO


 


 


Dated as of March 12, 2015


 






    	 



    	 



    

 


TABLE OF CONTENTS


 




	ARTICLE I. DEFINITIONS AND
    INTERPRETATION	2
	 	 
	Section 1.1   Definitions.	2
	Section 1.2   Interpretation.	8
	 	 
	ARTICLE II. TRANSFER RESTRICTIONS	8
	 	 
	Section 2.1   Transfer
    Procedures.	8
	Section 2.2   Securities
    Covered.	9
	Section 2.3   After-Acquired
    Capital Stock.	9
	Section 2.4   Lock-Up.	9
	Section 2.5   Anti-Takeover
    Matters.	9
	 	 
	ARTICLE III. OTHER COVENANTS OF THE
    PARTIES	10
	 	 
	Section 3.1   Maintenance
    of Listing.	10
	Section 3.2   Levy Newco
    Parties.	11
	 	 
	ARTICLE IV. REGISTRATION RIGHTS	11
	 	 
	Section 4.1   Required
    Registrations.	11
	Section 4.2   Limitations
    on Required Registration.	12
	Section 4.3   Incidental
    (Piggyback) Registration.	14
	Section 4.4   Shelf Registration.	15
	Section 4.5   Underwritten
    Block Trade.	17
	Section 4.6   Designation
    of Underwriter.	18
	Section 4.7   Registration
    Procedures.	18
	Section 4.8   Expenses
    of Registration.	22
	Section 4.9   Indemnification.	22
	Section 4.10   Inclusion
    of Additional Shares in Required Registrations; Other Company Initiated Registrations.	26
	Section 4.11   Rights
    Which May Be Granted to Other Persons.	26
	Section 4.12   Rule 144
    Requirements.	26
	Section 4.13   Lockup
    Agreement.	26
	Section 4.14   Effective
    Period of Registration.	27
	Section 4.15   Changes
    in Common Stock.	27
	Section 4.16   Opt-Out
    Requests.	27



 






    	 



    	 



    

 


	ARTICLE V. MISCELLANEOUS	27
	 	 
	Section 5.1   Other Activities.	27
	Section 5.2   Publicity.	28
	Section 5.3   Specific
    Performance.	28
	Section 5.4   Legends.	28
	Section 5.5   Effectiveness
    and Term.	29
	Section 5.6   Notices.	30
	Section 5.7   Parties
    in Interest.	30
	Section 5.8   Governing
    Law.	31
	Section 5.9   Entire
    Agreement.	31
	Section 5.10   Counterparts.	31
	Section 5.11   Amendments.	31
	Section 5.12   Severability.	31
	Section 5.13   Effectiveness.	32


 






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STOCKHOLDERS AGREEMENT


 


This
STOCKHOLDERS AGREEMENT is dated as of March 12, 2015, and is by and among Levy Acquisition Corp., a Delaware corporation (the “Company”),
the parties listed on Schedule I under the heading “GSMP Parties” (collectively, the “GSMP Parties”),
the parties listed on Schedule I under the heading “Charlesbank Parties” (collectively, the “Charlesbank
Parties”), the parties listed on Schedule I under the heading “Leonard Green Parties” (collectively,
the “Leonard Green Parties”), the parties listed on Schedule I under the heading “Levy Parties”
(collectively, the “Levy Parties”), the parties listed on Schedule I under the heading “Walsh
Parties” (collectively, the “Walsh Parties”), the parties listed on Schedule I under the heading
“Levy Newco Parties” (collectively, the “Levy Newco Parties”), the parties listed on Schedule I
under the heading “Other Stockholders” (collectively, the “Other Stockholders”), and each Person
(as defined below) that becomes a party hereto after the date hereof. The GSMP Parties, the Charlesbank Parties, the Leonard Green
Parties, the Levy Parties, the Walsh Parties, the Levy Newco Parties, the Other Stockholders and each other Person (except the
Company) that becomes a party hereto or is otherwise bound by the provisions hereof are hereinafter referred to collectively as
“Stockholders” or individually as a “Stockholder.”


 


RECITALS


 


A.WHEREAS,
Del Taco Holdings, Inc., a Delaware corporation (“Del Taco”), the Rollover Investors (as defined below) and
the other stockholders of Del Taco as of the date hereof are parties to that certain Stockholders Agreement, dated as of May 18,
2010;


 


B.WHEREAS,
the Company, Levy Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Howard B. Bernick,
Greg Flynn, Marc S. Simon and Craig J. Duchossois are parties to that certain Registration Rights Agreement, dated as of November 13,
2013 (the “Original Registration Rights Agreement”);


 


C.WHEREAS,
on the date hereof, Del Taco, its stockholders and the Levy Newco Parties entered into the Stock Purchase Agreement (such agreement,
as amended, supplemented, restated or otherwise modified from time to time, the “Stock Purchase Agreement”),
pursuant to which the Levy Newco Parties agreed to acquire shares of common stock of Del Taco, upon the terms and subject to the
conditions set forth therein;


 


D.WHEREAS,
on the date hereof, in connection with the proposed acquisition of shares of common stock of Del Taco by the Levy Newco Parties
pursuant to the Stock Purchase Agreement, Del Taco, its stockholders and the Levy Newco Parties entered into the Amended and Restated
Stockholders Agreement of Del Taco (the “Amended Stockholders Agreement”), to become effective upon the closing
of the transactions contemplated by the Stock Purchase Agreement;


 


E.WHEREAS,
on the date hereof, the Company, Levy Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the
Company (“Merger Sub”), and Del Taco entered into the Agreement and Plan of Merger (such agreement, as amended,
supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger
Sub will be merged with and into Del Taco, with Del Taco surviving the merger as a wholly owned subsidiary of the Company, and
the stockholders of Del Taco receiving shares of Common Stock (as defined below) of the Company (such merger, the “Merger),
upon the terms and subject to the conditions set forth therein;


 






    	 



    	 



    

 


F.WHEREAS,
upon completion of the Merger, (i) the Amended Stockholders Agreement of Del Taco and the Original Registration Rights Agreement
will terminate pursuant to a Termination Agreement entered into between the Company and the parties thereto (the “Termination
Agreement”) and (ii) this Agreement will become effective;


 


G.WHEREAS,
as of the date hereof, certain investors (the “Common Stock Investors”) agreed to purchase shares of Common
Stock from the Company at a purchase price of $10 per share for aggregate cash consideration of $35,000,000 effective at the effective
time of the Merger (the “Merger Effective Time”; and such investment, the “Common Stock Investors’
Investment”), and in connection therewith agreed to execute joinder signature pages hereto;


 


H.WHEREAS,
immediately following the effectiveness of this Agreement, the parties hereto expect that each of the Stockholders will own of
record that number of shares of Common Stock set forth opposite such Stockholder’s name on Schedule I;


 


I.WHEREAS,
as promptly as practicable following the Merger Effective Time, subject to the execution of a joinder signature page hereto by
those of its members that, together with their respective Affiliates (as defined below), would hold at least 2% of the outstanding
Common Stock thereafter, each of the Levy Newco Parties will distribute to its members all of the shares of Common Stock received
by such Levy Newco Party pursuant to the Merger (collectively, the “Distributions”); and


 


J.WHEREAS,
the parties hereto desire to enter into an agreement to provide for certain rights and obligations associated with ownership of
Capital Stock (as defined below) and certain arrangements relating to the management of the Company.


 


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


 


ARTICLE I.

DEFINITIONS AND INTERPRETATION


 


Section 1.1Definitions.



 


(a)The
following definitions shall be applicable to the terms set forth below as used in this Agreement:


 


“Affiliate”
means, with respect to any Person, any other Person which directly, or indirectly through one or more intermediaries, controls,
is controlled by or is under common control with such Person. For purposes of this definition, “control” of
a Person means the power, directly or indirectly, to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by contract, agreement, arrangement, commitment or otherwise (and the terms
“controlling” and “controlled” have meanings correlative to the foregoing).


 






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“Agreement”
means this Stockholders Agreement, as it may be amended, supplemented, restated or otherwise modified from time to time.


 


“Amended
Stockholders Agreement” has the meaning set forth in the Recitals.


 


“Automatic
Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405
promulgated under the Securities Act.


 


“Available
Cash” has the meaning set forth in the Merger Agreement.


 


“Board”
means the board of directors of the Company as constituted from time to time.


 


“Capital
Stock” means any capital stock or other equity securities of the Company, including the Common Stock and the Common Stock
Equivalents of the Company.


 


“Charlesbank
Parties” has the meaning set forth in the Preamble.


 


“Commission”
means the Securities and Exchange Commission or any other federal agency at the time administering the federal securities laws.


 


“Common
Stock” means (i) common stock, par value $0.0001 per share, of the Company, (ii) any other class of common
stock of the Company hereafter created and (iii) any other securities of the Company into which such Common Stock may be reclassified,
exchanged or converted pursuant to a merger, consolidation, stock split, stock dividend, restructuring or recapitalization of the
Company or otherwise.


 


“Common
Stock Equivalents” means, with respect to any Person, securities issued by such Person which are convertible into, or
exchangeable or exercisable for, shares of capital stock or other equity securities of such Person (including any option, warrant,
or other right to subscribe for, purchase or otherwise acquire, or any note or debt security convertible into or exchangeable for,
shares of capital stock or other equity securities of such Person).


 


“Common
Stock Investors” has the meaning set forth in the Recitals.


 


“Common
Stock Investors’ Investment” has the meaning set forth in the Recitals.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company’s
Piggyback Notice” has the meaning set forth in Section 4.3(a).


 


“Del
Taco” has the meaning set forth in the Recitals.


 


“Demand
Notice” has the meaning set forth in Section 4.1(b).


 






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“Demand
Registration” has the meaning set forth in Section 4.1(b).


 


“Distributions”
has the meaning set forth in the Recitals.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Founder
Shares” means the shares of Common Stock initially issued to the Sponsor in connection with the Company’s initial
public offering.


 


“Goldman
Sachs” means Goldman, Sachs & Co.


 


“GS
Entity” has the meaning set forth in Section 5.1.


 


“GSMP
Parties” has the meaning set forth in the Preamble.


 


“Initiating
Holders” means the holders of Registrable Stock initially requesting registration of Registrable Stock pursuant to Section 4.1(a).


 


“Investors’
Piggyback Notice” has the meaning set forth in Section 4.3(a).


 


“Leonard
Green Parties” has the meaning set forth in the Preamble.


 


“Levy
Family” means Lawrence F. Levy, Steven C. Florsheim, Ari B. Levy, Levy Family Partners, LLC, the Steven Florsheim 2003
Investment Trust and the Ari Levy 2003 Investment Trust.


 


“Levy
Parties” has the meaning set forth in the Preamble.


 


“Levy/Walsh
Investors” means, collectively, the Levy Parties and the Walsh Parties.


 


“Liabilities”
has the meaning set forth in Section 4.9(a).


 


“Majority
Rollover Investors” means, at any time, the Rollover Investors holding a majority of the shares of Common Stock held
by the Rollover Investors at such time.


 


“Market
Standoff Period” has the meaning set forth in Section 4.13.


 


“Marketed
Underwritten Offering” means a Public Offering in which Common Stock is sold to an underwriter or underwriters on a firm
commitment basis for reoffering to the public and which involves a customary “road show” (including an “electronic
road show”) or other substantial marketing effort by one or more underwriters that lasts more than two days.


 


“Merger”
has the meaning set forth in the Recitals.


 


“Merger
Agreement” has the meaning set forth in the Recitals.


 


“Merger
Effective Time” has the meaning set forth in the Recitals.


 






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“Merger
Sub” has the meaning set forth in the Recitals.


 


“Nasdaq”
means the Nasdaq Stock Market.


 


“Non-Rollover
Investors” means, collectively, the Levy/Walsh Investors and the Other Stockholders.


 


“Opt-Out
Request” has the meaning set forth in Section 4.16.


 


“Original
Registration Rights Agreement” has the meaning set forth in the Recitals.


 


“Other
Securities” means the Capital Stock of the Company other than the Registrable Stock.


 


“Other
Stockholders” has the meaning set forth in the Preamble.


 


“Permitted
Transferee” means (i) as to any Stockholder that is an entity, any Affiliate of such Stockholder, (ii) as to
any Stockholder that is an individual, (x) any one or more members of a class consisting of the spouse, children and grandchildren
of such Stockholder, (y) a trust or family limited partnership created for the sole benefit of such Stockholder or any one
or more members of such class, or (z) upon the death or legal incompetence of such Stockholder, such Stockholder’s heirs,
executors, administrators, testamentary trustees, legatees or beneficiaries, as applicable; provided, however, that
in the case of immediately preceding clauses (x) and (y), such Stockholder (and not the transferee of such Stockholder) retains
the exclusive power to exercise all rights under this Agreement with respect to the Transferred Capital Stock, or (iii) any
stockholder, member or partner of any of the Rollover Investors or the Levy Parties upon a pro rata distribution by such Stockholder
to its partners, stockholders, members or otherwise, upon the winding up, dissolution or liquidation of such Stockholder; provided,
however, that in the case of the preceding clause (iii), such Stockholder (and not the stockholder, member or partner,
as applicable, of such Stockholder) retains the exclusive power to exercise all rights under this Agreement with respect to the
Transferred Capital Stock at all times prior to the dissolution of such Stockholder.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, governmental authority or
other entity, and shall include any successor (by merger or otherwise) of such entity.


 


“Priority
Registration” has the meaning set forth in Section 4.2(b)(iii).


 


“Prospective
Sellers” has the meaning set forth in Section 4.7(a)(ii).


 


“Public
Offering” means any offer for sale of shares of Common Stock pursuant to an effective registration statement (other than
a Public Offering relating either to the sale of securities to employees of the Company or any of its Subsidiaries pursuant to
a stock option, stock purchase or similar plan or a transaction under Rule 145 of the Securities Act).


 


“PW
Acquisition” means PW Acquisitions LP, a Delaware limited partnership.


 






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“Register”
refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and the
terms “registered” and “registration” have meanings correlative to the foregoing).


 


“Registrable
Stock” means (i) (x) any shares of Common Stock owned by any Stockholder or (y) any shares of Common Stock
issued or issuable upon exchange, conversion or exercise of any Common Stock Equivalent of the Company or any of its Subsidiaries,
in each case owned now or in the future by any of the Stockholders, and (ii) any shares of Common Stock issued or issuable
to any of the Stockholders with respect to the Registrable Stock by way of stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of Common
Stock issuable upon conversion, exercise or exchange thereof. Each share of Registrable Stock shall continue to be Registrable
Stock in the hands of each Permitted Transferee subject to the limitations set forth in Sections 2.1 and 2.4; provided,
however, that each share of Registrable Stock shall cease to be Registrable Stock when (w) such shares have been sold
to or through a broker, dealer or underwriter or pursuant to Rule 144, (x) such shares have been transferred not in compliance
with the terms and conditions of this Agreement or to a transferee that is not a Permitted Transferee, (y) such shares have
been sold pursuant to the Shelf Registration or other form of Registration Statement, or (z) the holder of such shares owns,
together with its Affiliates and Permitted Transferees (other than any Permitted Transferee receiving Common Stock under clause (iii)
of such definition of Permitted Transferee), shares representing less than 2% of the Common Stock outstanding, except that each
share of Registrable Stock shall continue to be Registrable Stock in the hands of (A) any Rollover Investor or any of their
Affiliates or Permitted Transferees (other than any Permitted Transferee receiving Common Stock under clause (iii) of such
definition of Permitted Transferee) for purposes of exercising the rights of a Requesting Holder pursuant to Section 4.1(b)
with respect to any Demand Registration of the Rollover Investors, (B) any member of the Levy Family or any of its Affiliates
or Permitted Transferees (other than any Permitted Transferee receiving Common Stock under clause (iii) of such definition
of Permitted Transferee) for purposes of exercising the rights of a Requesting Holder pursuant to Section 4.1(b) with respect
to any Demand Registration of the Levy Family or PW Acquisition and (C) PW Acquisition or any of its Affiliates or Permitted
Transferees (other than any Permitted Transferee receiving Common Stock under clause (iii) of such definition of Permitted
Transferee) for purposes of exercising the rights of a Requesting Holder pursuant to Section 4.1(b) with respect to any Demand
Registration of the Levy Family or PW Acquisition as long as they are a party to this Agreement.


 


“Registration
Expenses” has the meaning set forth in Section 4.8(a).


 


“Registration
Statement” means a registration statement on Form S-1 or Form S-3 or any similar form of registration statement
adopted by the Commission from and after the date hereof.


 


“Requesting
Holders” has the meaning set forth in Section 4.1(b).


 


“Rollover
Investors” means, collectively, the GSMP Parties, the Charlesbank Parties and the Leonard Green Parties.


 






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“Rule 144”
means Rule 144 of the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Selling
Entity” has the meaning set forth in Section 4.7(e).


 


“Selling
Entity Underwriter Registration Statement” has the meaning set forth in Section 4.7(e).


 


“Selling
Expenses” has the meaning set forth in Section 4.8(a).


 


“Shelf
Holders” has the meaning set forth in Section 4.4(a).


 


“Shelf
Registration” means a registration of securities pursuant to a registration statement filed with the Commission in accordance
with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Short-Form
Registration Statement” means a registration statement on Form S-3 or any similar form of registration statement
adopted by the Commission from and after the date hereof.


 


“Sponsor”
has the meaning set forth in the Recitals.


 


“Stock
Purchase Agreement” has the meaning set forth in the Recitals.


 


“Stockholders”
has the meaning set forth in the Preamble.


 


“Subsidiary”
means, with respect to any Person, any other Person in which such first Person has a direct or indirect equity or ownership interest
in excess of 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of
the board of directors or other governing body of such other Person.


 


“Takeover
Proposal” has the meaning set forth in Section 2.5(b).


 


“Termination
Agreement” has the meaning set forth in the Recitals.


 


“Transfer”
means (i) as a noun, any voluntary or involuntary purchase, sale, gift, endorsement, assignment (including an assignment of
voting rights), transfer, pledge, encumbrance, hypothecation, exchange or other disposition by any means whatsoever, directly or
indirectly, whether voluntary, involuntary, by operation of law or otherwise (including, without limitation, any transfer pursuant
to a divorce decree) and (ii) as a verb, any action or actions which result in such purchase, sale, gift, endorsement, assignment,
transfer, pledge, encumbrance, hypothecation, exchange or other disposition, and shall include in the case of clauses (i)
and (ii) any Transfer pursuant to Rule 144.


 


“Underwritten
Block Trade” has the meaning set forth in Section 4.5.


 


“Valid
Business Reason” has the meaning set forth in Section 4.2(c).


 






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“Walsh
Parties” has the meaning set forth in the Preamble.


 


“Warrants”
means the private placement warrants that were issued by Buyer in connection with its initial public offering.


 


(b)In
addition to the foregoing, capitalized terms used in this Agreement and not otherwise defined in this Section 1.1 shall have
the meanings so given to such terms herein.


 


Section 1.2Interpretation.
The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules
to, this Agreement unless the context shall otherwise require. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The words “hereof,” “herein,”
“hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting
any term or provision of this Agreement.


 


ARTICLE II.

TRANSFER RESTRICTIONS


 


Section 2.1Transfer
Procedures. If any Stockholder wishes to Transfer any Capital Stock as permitted by this Agreement, such Stockholder shall
comply with the following provisions of this Section 2.1.


 


(a)Unless
there is in effect a registration statement or similar filing under the applicable federal and state securities laws covering the
proposed Transfer or the Transfer will be conducted under Rule 144, such Stockholder shall give written notice to the Company
of its intention to make such Transfer not less than five business days prior to the proposed effective date of such Transfer.
Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, including the name
and address of each proposed transferee, the relationship of such proposed transferee to such Stockholder and the number of shares
of Capital Stock proposed to be Transferred to such proposed transferee, and shall be accompanied by either (i) a written
opinion of legal counsel (who may be internal counsel, but in all cases shall be reasonably satisfactory to the Company), which
opinion shall be reasonably satisfactory in form and substance to the legal counsel to the Company, or (ii) such other showing
as may be reasonably satisfactory to the legal counsel to the Company, in each case that the proposed Transfer may be effected
without registration or qualification under the applicable federal and state securities laws, whereupon such Stockholder shall
be entitled to Transfer its Capital Stock to the extent permitted by, and in compliance with the requirements of, this Agreement
and in accordance with the terms of the written notice delivered by such Stockholder to the Company.


 






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(b)Each
transferee of such Capital Stock that is a Permitted Transferee not already party to this Agreement shall, prior to and as a condition
to the effectiveness of such Transfer, execute and deliver to the Company an instrument, in form and substance satisfactory to
the Company, and such other documentation deemed necessary by the Company to evidence such Permitted Transferee’s agreement
to be bound by, and to comply with, this Agreement in the same capacity as the transferor of such Capital Stock. Upon becoming
a party to this Agreement, a Permitted Transferee shall enjoy the same rights and be subject to the same obligations as the transferring
Stockholder hereunder with respect to the Capital Stock Transferred to such Permitted Transferee, except as otherwise set forth
herein.


 


Section 2.2Securities
Covered. Except as otherwise provided in this Agreement, the provisions of Sections 2.1 and 2.4 shall apply to all Capital
Stock now owned by any of the Stockholders or subsequently acquired solely as a consequence of any dividend, distribution, conversion,
exchange or reclassification of or with respect to such Capital Stock, including, without limitation, pursuant to any corporate
reorganization or any other form of recapitalization, restructuring or consolidation or merger or share split or share dividend,
but shall not apply to any Capital Stock otherwise acquired by a Stockholder from any Person other than another Stockholder after
the Merger Effective Time.


 


Section 2.3After-Acquired
Capital Stock. From and after the Merger Effective Time, no Rollover Investor shall acquire any Capital Stock or any right,
title or interest therein or thereto, unless (a) such acquisition has been approved by a majority of the disinterested directors
of the Board, or (b) such Capital Stock or such right, title or interest therein or thereto is acquired by such Rollover Investor
from another Rollover Investor or its Permitted Transferee. For the avoidance of doubt, all determinations of the percentage of
Common Stock held by the Rollover Investors shall include Common Stock received in the Merger but exclude any other Common Stock
acquired by the Rollover Investors (other than from another Rollover Investor or its Permitted Transferee) from and after the Merger
Effective Time.


 


Section 2.4Lock-Up.
Notwithstanding anything to the contrary contained herein, from the Merger Effective Time:


 


(a)Until
the date that is 12 months following the Merger Effective Time, or six months following the Merger Effective Time if the Rollover
Investors no longer hold in the aggregate Common Stock representing at least 7.5% of the Common Stock outstanding immediately following
the Merger Effective Time, each of the Levy/Walsh Investors shall not Transfer any Capital Stock or any right, title or interest
therein or thereto, unless such Transfer is to a Permitted Transferee in compliance with Section 2.1; and


 


(b)Until
the date that is six months following the Merger Effective Time, each Other Stockholder shall not Transfer any Capital Stock or
any right, title or interest therein or thereto, unless such Transfer (A) is to a Permitted Transferee in compliance with
Section 2.1 or (B) is made in a Public Offering pursuant to Section 4.1(b).


 


Section 2.5Anti-Takeover
Matters.


 


(a)From
the Merger Effective Time until the earlier of (x) such time as the Rollover Investors cease to hold in the aggregate Common Stock
representing at least 7.5% of the Common Stock outstanding immediately following the Merger Effective Time or (y) the second anniversary
of the Merger Effective Time:


 






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(i)None
of the Stockholders shall, directly or indirectly, in any manner, acting alone or in concert with others, (A) acquire, agree
to acquire or make any proposal or offer to acquire any Capital Stock or any right, title or interest therein or thereto if such
acquisition would result, directly or indirectly, in (1) any of the effects on the Company set forth in Rule 13e-3(a)(3)(iii)
under the Exchange Act, or (2) the Company failing to meet any of the standards required to be met to continue the listing of the
Capital Stock on Nasdaq pursuant to Nasdaq listing rules, or (B) make any Takeover Proposal (as defined below), whether solicited
or unsolicited, (x) without the prior approval of a majority of the disinterested directors of the Board and (y) other
than a Takeover Proposal in the form of a merger that will be conditioned upon and subject to receipt of prior approval of stockholders
of the Company holding a majority of the Capital Stock held by the Company’s stockholders other than the Non-Rollover Investors
and their Affiliates; and


 


(ii)All
acquisitions of Capital Stock by any of the Stockholders shall be made only in compliance with all applicable securities laws,
including Rule 13e-3 under the Exchange Act, if applicable.


 


(b)For
purposes of this Agreement, a “Takeover Proposal” means any proposal, contract or offer by any Person or Persons
for (regardless how structured) (i) the acquisition of equity interests of the Company or any of its Subsidiaries pursuant
to a merger, consolidation, dissolution, recapitalization, refinancing or otherwise that would result, directly or indirectly,
in such Person or Persons holding more than 50% of the outstanding equity interests of the Company or such Subsidiary thereof,
(ii) a transaction pursuant to which the Company or any of its Subsidiaries issues or would issue, or such Person or Persons
acquires or would acquire, equity interests of the Company or any Subsidiary thereof representing more than 50% of the outstanding
equity interests of the Company or such Subsidiary thereof or (iii) a transaction pursuant to which such Person or Persons
acquires or would acquire in any manner, directly or indirectly, any assets of the Company or any Subsidiary thereof constituting
more than 50% of the fair market value of the assets of the Company and its Subsidiaries taken as a whole.


 


ARTICLE III.

OTHER COVENANTS OF THE PARTIES


 


Section 3.1Maintenance
of Listing. From the Merger Effective Time until such time as the Rollover Investors cease to hold in the aggregate Capital
Stock representing at least 7.5% of the Common Stock outstanding immediately following the Merger Effective Time, the Company shall
use its reasonable best efforts to continue the listing of the Capital Stock on Nasdaq, including by (a) timely filing all
forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by
the Company with the Commission under the Securities Act and the Exchange Act, together with any amendments, restatements or supplements
thereto, and (b) continuing to meet the standards required to be met pursuant to Nasdaq listing rules to continue such listing.


 






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Section 3.2Levy
Newco Parties. From the Merger Effective Time, each of the Levy Newco Parties shall use its reasonable best efforts to cause
the execution and delivery to the Company, as promptly as practicable, of a joinder signature page hereto by each member of the
Levy Newco Parties that, together with such member’s Affiliates, would hold at least 2% of the outstanding Common Stock after
effecting the Distributions and which is not already a signatory hereto. Subject to such prior execution and delivery of joinder
signature pages hereto, the Levy Newco Parties shall declare and effect the Distributions. From the Merger Effective Time until
such time as each such member of the Levy Newco Parties has so executed and delivered a joinder signature page hereto, the applicable
Levy Newco Party shall use its reasonable best efforts to cause such members to comply with the provisions of this Agreement that
would have been applicable to such members had they so executed and delivered a joinder signature page hereto. Any such member
of the Levy Newco Parties that becomes a party to this Agreement and is neither a Levy Party nor a Walsh Party shall be an Other
Stockholder. Until such time as the Levy Newco Parties have effected the Distributions, the Levy Newco Parties shall be bound by,
and comply with, as to all of the Capital Stock they hold, the most restrictive provisions hereof of Section 2.1 and Section
2.4.


 


ARTICLE IV.

REGISTRATION RIGHTS


 


Section 4.1Required
Registrations.


 


(a)The
Majority Rollover Investors or, subject to Section 2.4, the Levy Family and PW Acquisition may request in writing that the
Company register under the Securities Act all or a portion of their Registrable Stock on a Registration Statement or file a prospectus
supplement under the Short-Form Registration Statement for a Shelf Registration (as defined below) or offer Registrable Stock in
a firm-commitment underwritten offering, stating the number of shares of Registrable Stock to be disposed of and the intended method
of disposition of such shares; provided, however, that such request (i) shall cover the registration of Registrable
Stock which would have an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least $20,000,000,
based on the closing price of the Common Stock on Nasdaq on the date of such request, unless the registration is for the balance
of the Registrable Stock then held by the Rollover Investors (and after the balance of the Registrable Stock is sold pursuant
to such registration, such Rollover Investors shall have no further Demand Registrations (as defined
below)), and (ii) shall not count as one of the permitted registrations on a Registration Statement until both (x) it
has become effective and (y) at least 50% of the Registrable Stock requested to be included in such registration has been
registered pursuant to such registration.


 


(b)Except
to the extent provided in Section 4.4, all registrations requested pursuant to Section 4.1(a) are referred to herein
as “Demand Registrations”. Upon receipt of the request of a Demand Registration pursuant to Section 4.1(a)
that is a Marketed Underwritten Offering, the Company shall give prompt written notice thereof to all other holders of Registrable
Stock (a “Demand Notice”). Subject to Section 4.2, the Company shall, with respect to any Demand Registration,
use its reasonable best efforts to promptly file with the Commission the applicable registration statement to register under the
Securities Act all shares of Registrable Stock specified in the requests of the Initiating Holders and, for any Demand Registration
that is a Marketed Underwritten Offering, the requests (stating the number of shares of Registrable Stock to be disposed of and
the intended method of disposition of such shares) of other holders of shares of Registrable Stock (such other holders, the “Requesting
Holders”) given within 10 days after receipt of such Demand Notice from the Company. Notwithstanding the foregoing, the
Company may delay giving any Demand Notice until after filing a registration statement, so long as all recipients of such Demand
Notice have the same amount of time to determine whether or not to participate in an offering as they would have had if such Demand
Notice had not been so delayed.


 






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Section 4.2Limitations
on Required Registration.


 


(a)The
Company shall not be required to prepare and file pursuant to Section 4.1(a) more than (i) four Registration Statements,
in the case of the Levy Family, (ii) one Registration Statement, in the case of PW Acquisition, or (iii) in the case
of the Rollover Investors, five Registration Statements, provided, that (A) if the Available Cash is at least $40,000,000
but less than $60,000,000, then one of the Demand Registrations must be an Underwritten Block Trade, and (B) if the Available
Cash is at least $60,000,000, then two of the Demand Registrations must be Underwritten Block Trades. A Demand Registration will
be made, in each case of clauses (i), (ii) and (iii) at the request of the Majority Rollover Investors, the Levy Family or
PW Acquisition, as applicable, and will only be deemed a Demand Registration once it actually becomes or is declared effective.
Nothing contained in this Section 4.2(a) shall limit the Company’s obligation from time to time to prepare and file
a Shelf Registration pursuant to Section 4.4. In the event that the Company fails to receive from the Common Stock Investors
at or prior to the Merger Effective Time cash proceeds equal to the full amount of the Common Stock Investors’ Investment,
then each of the dollar amounts in this Section 4.2(a) shall be increased by the amount of such shortfall.


 


(b)(i)Only
Registrable Stock may be included in a registration, and, whenever a registration requested by Initiating Holders pursuant to Section 4.1(a)
is for a firm-commitment underwritten offering, if the managing underwriter of the offering advises the Company in good faith that
the aggregate number of shares of Common Stock requested to be included in such underwritten offering exceeds the number of securities
which can be sold in such offering within a price range acceptable to the Initiating Holders, the number of shares of Registrable
Stock and Other Securities shall be reduced as follows: (i) first, among any holders of Other Securities, pro rata, based
on the number of Other Securities held by each such holder; (ii) second, the Registrable Stock for which registration was
proposed by the Company; and (iii) third, subject to Sections 2.4, 4.2(b)(ii) and 4.2(b)(iii), the Registrable Stock
for which inclusion in such demand offering was requested by the Initiating Holders and the Requesting Holders, pro rata (if applicable),
based on the number of shares of Registrable Stock held by each such Initiating Holder and Requesting Holder; provided,
however, that in the event the number of shares of Registrable Stock that the Initiating Holders are able to include in
the registration is reduced below 50% of the number of shares which the Initiating Holders intended to include in the registration
(as set forth in such Initiating Holders’ request pursuant to Section 4.1(a)), such registration shall not be deemed
a Demand Registration by such Initiating Holders and shall not count toward the limitations imposed by Section 4.2(a) or 4.8.


 






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(ii)If
any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written
notice to the Company, the underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from
registration; provided that if, by the withdrawal of such Registrable Stock, a greater number of shares of Registrable Stock
held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by
the managing underwriter), then the Company shall offer to all holders of Registrable Stock who have included Registrable Stock
in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation
imposed by the provisions of this Section 4.2(b).


 


(iii)The
first Demand Registration of the Rollover Investors pursuant to Section 4.1(a) that is not an Underwritten Block Trade (and
which may also be a demand of a takedown from a Shelf Registration Statement) shall be a priority registration, in which (x) the
Requesting Holders (other than any Rollover Investors and the Levy/Walsh Investors) shall be entitled to have only 10% of all Registrable
Stock held by the Requesting Holders, and specified in the requests of the Requesting Holders timely given to the Company in accordance
with Section 4.1(b), be included in such registration until the participating Rollover Investors shall receive net proceeds
in such registration or offering of at least $30,000,000, after which the Initiating Holders and the Requesting Holders other than
the Levy/Walsh Investors shall participate pro rata based on the number of shares of Registrable Stock requested to be included,
and (y) the Levy/Walsh Investors shall not be entitled to have any Registrable Stock held by them included in such registration
or transaction regardless of whether any of the Levy/Walsh Investors requested such inclusion pursuant to requests timely given
to the Company in accordance with Section 4.1(b), and the Company shall not include in any such Registration Statement filed
with the Commission any Registrable Stock specified in any request by the Levy/Walsh Investors as Requesting Holders (a “Priority
Registration”). If the Available Cash is less than $40,000,000, then the Rollover Investors shall be entitled to an additional
Priority Registration with respect to their second Demand Registration that is not an Underwritten Block Trade until the earlier
of (A) the second anniversary of the Merger Effective Time, or (B) such time as the Rollover Investors cease to hold
in the aggregate Capital Stock representing at least 15% of the Common Stock outstanding immediately following the Merger Effective
Time. In the event that the Company fails to receive from the Common Stock Investors at or prior to the Merger Effective Time cash
proceeds equal to the full amount of the Common Stock Investors’ Investment, then the reference to $40,000,000 in this Section 4.2(b)(iii)
shall be increased by the amount of such shortfall.


 


(c)The
Company shall not be required to file a registration statement pursuant to Section 4.1 or assist in a takedown from a Shelf
Registration related to an underwritten public offering or Underwritten Block Trade which could become effective or close within
120 days following the closing of an underwritten public offering of securities of the Company.


 






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(d)Notwithstanding
the foregoing but other than in connection with a registration under Section 4.4(a), if the Company shall furnish to the Initiating
Holders and Requesting Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith
judgment of the Board, any registration of Registrable Stock should not be made or continued because it would (i) materially
impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, corporate reorganization,
merger or segment reclassification or discontinuance of operations or other material transaction or matter involving the Company
or any of its subsidiaries or any negotiations, discussions or pending proposals with respect thereto involving the Company or
any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would
reasonably be expected to materially and adversely affect the Company (each, a “Valid Business Reason”), then
(A) the Company may postpone filing a registration statement requested pursuant to Section 4.1 until such Valid Business
Reason no longer exists, and (B) in case a registration statement has been filed pursuant to Section 4.1, the Company
may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing
such registration statement, in each case, for a reasonable period of time. The Company shall give written notice to all holders
of Registrable Stock included in such registration statement of its determination to postpone, withdraw or postpone amending or
supplementing a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone, withdraw
or postpone amending or supplementing a registration statement pursuant to this Section 4.2(d), the Company shall extend the
period during which such registration statement shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice pursuant to this Section 4.2(d) to and including
the date when sellers of such Registrable Stock under such registration statement shall have received the copies of the supplemented
or amended prospectus. Notwithstanding anything to the contrary contained herein but other than in connection with a registration
under Section 4.4(a), (i) the Company may not postpone, withdraw or postpone amending or supplementing a filing under this
Section 4.2(d) due to a Valid Business Reason more than three times for a period of up to 120 days in the aggregate in any
consecutive 12-month period, and (ii) any disclosure made under this Section 4.2 shall not be subject to an Opt-Out Request.


 


Section 4.3Incidental
(Piggyback) Registration.


 


(a)If
the Company proposes to register any of its securities for sale for its own account in a Marketed Underwritten Offering (other
than (a) a registration relating to the sale of securities to employees of the Company or any of its Subsidiaries pursuant
to a stock option, stock purchase or similar plan, (b) a Rule 145 transaction or (c) a registration pursuant to
Section 4.1), and such registration may include the registration of Registrable Stock, the Company shall each such time give
written notice (the “Company’s Piggyback Notice”), at its expense, to all holders of Registrable Stock
of its intention to do so at least 10 days prior to the filing of a registration statement with respect to such registration with
the Commission. Subject to Section 2.4, if any holder of Registrable Stock desires to dispose of all or part of its Registrable
Stock, it may request registration thereof in connection with the Company’s registration by delivering to the Company, within
10 days after receipt of the Company’s Piggyback Notice, written notice of such request (the “Investors’ Piggyback
Notice”) stating the number of shares of Registrable Stock to be disposed of and the intended method of disposition thereof
by such holder in the Public Offering. Subject to Section 4.3(b), the Company shall use its reasonable best efforts to cause
all shares of Registrable Stock specified in the Investors’ Piggyback Notice to be registered under the Securities Act so
as to permit the sale or other disposition (in accordance with the intended method thereof as aforesaid) by such holder or holders
of the shares of Registrable Stock in the Public Offering proposed by the Company, subject, however, to the limitations set forth
in Section 4.3(b). Notwithstanding the foregoing, the Company may delay giving any Company’s Piggyback Notice until
after filing a registration statement, so long as all recipients of such Company’s Piggyback Notice have the same amount
of time to determine whether or not to participate in an offering as they would have had if such Company’s Piggyback Notice
had not been so delayed.


 






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(b)For
any registration for which the Company is required to give a Company’s Piggyback Notice pursuant to Section 4.3(a), the Company
shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by the Requesting
Holders if requested to do so in good faith by the managing underwriter of the offering because the aggregate number of shares
of Common Stock requested to be included in such underwritten offering exceeds the number of securities which can be sold in such
offering within a price range acceptable to the Company. The holders of Registrable Stock shall have priority as to sales over
the holders of Other Securities, and the Company shall cause the holders of Other Securities to withdraw their shares from such
offering to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested
to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 4.3(a)
is still limited after the withdrawal of the holders of Other Securities, the Company shall have priority as to sales over the
holders of Registrable Stock, and subject to the following sentence each holder of Registrable Stock hereby agrees that it shall
withdraw its securities from such registration to the extent necessary to allow the Company to include all the shares which the
Company desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights
by Section 4.3(a) and participating in an offering pursuant to Section 4.3(a) shall share pro rata in the available portion
of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by each of such
participating holders, respectively.


 


Section 4.4Shelf
Registration.


 


(a)General.
Notwithstanding anything to the contrary in this Agreement, so long as the Company remains eligible to file a Short-Form Registration
Statement, as promptly as practicable after the Merger Effective Time but no later than 10 business days after the Merger Effective
Time, the Company shall file a Shelf Registration for the sale of all of the Registrable Stock owned by holders of Registrable
Stock, and any unregistered shares of Common Stock held by holders of Common Stock received in the Merger, holders of Common Stock
received in the Distributions and holders of Founder Shares and all Common Stock issuable upon exercise of the Warrants regardless
of whether they are a party to this Agreement, including all Capital Stock held by the individuals party to the Termination Agreement
(collectively, the “Shelf Holders”), provided that the form and content of such Shelf Registration shall
be subject to the prior review and approval of the Majority Rollover Investors, which approval shall not be unreasonably withheld.
Following the filing of such Shelf Registration, the Company shall use its commercially reasonable best efforts to cause such Shelf
Registration to become effective as promptly as practicable but no later than 90 days after the Merger Effective Time and remain
effective until there is no longer any Registrable Stock that is not otherwise registered under a Registration Statement, which
in any event shall remain in effect at least until such time as all Common Stock held by the individuals party to the Termination
Agreement and registered or registrable on a future Shelf Registration (in the event of cutback) is freely transferable under Rule
144(i) without compliance with any condition other than the condition with respect to current public information. The “Plan
of Distribution” section of such Short-Form Registration Statement shall permit all lawful means of disposition of Registrable
Stock and the other Common Stock to be registered thereunder, including firm-commitment underwritten public offerings, block trades,
agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering (or,
if the registration statement relating to such request would be required pursuant to the rules and regulations of the Securities
Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, promptly
after such financial statements are available). If the Commission will not permit the Company to include all unregistered shares
of Common Stock and shares of Common Stock issuable upon exercise of the Warrants in a Shelf Registration (including the initial
Shelf Registration), the Company will include as many unregistered shares of Common Stock as possible and exclude unregistered
shares of Common Stock on a pro rata basis; provided, that, the Company shall use its
reasonable best efforts to include any unregistered shares of Common Stock and shares of Common Stock issuable upon exercise of
the Warrants excluded from the initial Shelf Registration on a future Shelf Registration as promptly as practicable following such
exclusion. Notwithstanding anything to the contrary herein, a takedown of shares registered under the Shelf Registration that is
not an underwritten offering shall not require any minimum anticipated aggregate offering price.


 






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(b)Piggyback.
Notwithstanding the foregoing, in connection with any offering of Registrable Stock under the Shelf Registration involving an underwritten
public offering (other than an Underwritten Block Trade) that occurs or is scheduled to occur within 30 days of a proposed registered
underwritten public offering of equity securities for the Company’s own account pursuant to Section 4.3, the Company
shall not be required to cause such offering under the Shelf Registration to take the form of an underwritten public offering if
it shall make available to the Requesting Holder the ability to include its Registrable Stock in such registration pursuant to
Section 4.3.


 


(c)Limitations
on Shelf Registrations. If the Board has a Valid Business Reason, (i) the Company may postpone filing a registration statement
relating to a Shelf Registration until such Valid Business Reason no longer exists and (ii) in case a registration statement
has been filed relating to a Shelf Registration, the Company may cause such registration statement to be withdrawn and its effectiveness
terminated or may postpone amending or supplementing such registration statement or may suspend other required registration actions
under this Agreement. The Company shall give written notice to all holders of Registrable Stock of its determination to postpone
or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company
may not postpone, withdraw or postpone amending or supplementing a filing under this Section 4.4(c) due to a Valid Business
Reason more than three times for a period of up to 45 days in the aggregate in connection with the filing of the initial Shelf
Registration and, for any other Shelf Registration, up to 90 days in the aggregate in any consecutive 12-month period.


 


(d)Not
a Demand Registration. No Shelf Registration pursuant to this Section 4.4 shall be deemed a Demand Registration pursuant
to Section 4.1(a), provided, that any takedown of shares registered under the Shelf Registration in connection with
an underwritten offering of Common Stock (including an Underwritten Block Trade) shall be deemed to be a Demand Registration by
the Stockholder requesting such takedown. Notwithstanding anything to the contrary herein, any takedown of shares registered under
the Shelf Registration in connection with an offering of Common Stock (including a block trade or similar transaction) which is
not underwritten shall not count as a Demand Registration.


 






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(e)New
Shelf Registration. If any Short-Form Registration Statement for a Shelf Registration has been outstanding for at least three
years, at the end of the third year the Company shall file a new Short-Form Registration Statement for a Shelf Registration of
all of the Registrable Stock then held by the Rollover Investors. If any Short-Form Registration Statement for a Shelf Registration
filed pursuant to this Section 4.4(e) ceases to be effective for any reason, the Company shall file a new Short-Form Registration
Statement for a Shelf Registration of all of the Registrable Stock then held by the Rollover Investors. If the Company does not
pay the filing fee covering the Registrable Stock held by the Rollover Investors at the time any Short-Form Registration Statement
for a Shelf Registration is filed pursuant to this Section 4.4(e), the Company shall pay such fee at such time or times as
the Registrable Stock is to be sold pursuant thereto.


 


Section 4.5Underwritten
Block Trade. Notwithstanding anything to the contrary in this Agreement, if the Majority Rollover Investors or, subject to
Section 2.4, the Levy Family or PW Acquisition wishes to engage in an underwritten block trade or similar transaction or other
transaction with a two-day (or shorter) marketing period (collectively, an “Underwritten Block Trade”) off of
a Shelf Registration (either through filing an Automatic Shelf Registration Statement or through a takedown from an already existing
and effective Shelf Registration), then the Majority Rollover Investors, the Levy Family or PW Acquisition, as applicable, must
notify the Company of the Underwritten Block Trade on the day before such offering is to commence, and the Company shall as expeditiously
as reasonably possible, but subject to Section 4.4(c), use its commercially reasonable best efforts to facilitate such Underwritten
Block Trade (which may close as early as three business days after the date it commences); provided that the Majority Rollover
Investors or, subject to Section 2.4, the Levy Family or PW Acquisition, as applicable, effecting such Underwritten Block
Trade shall use its commercially reasonable best efforts to work with the Company and the underwriters in order to facilitate preparation
of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event
the Majority Rollover Investors or, subject to Section 2.4, the Levy Family or PW Acquisition requests such an Underwritten
Block Trade, notwithstanding anything to the contrary in this Agreement, no other holder of Registrable Stock shall have any right
to notice of or to participate in such Underwritten Block Trade. Any Underwritten Block Trade under which any shares of Common
Stock are sold will count as one Demand Registration. Notwithstanding anything to the contrary herein, an Underwritten Block Trade
shall not require any minimum anticipated aggregate offering price. Notwithstanding anything
to the contrary herein, any block trade or similar transaction which is not underwritten shall not count as a Demand Registration.


 






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Section 4.6Designation
of Underwriter. In the case of any registration or offering initiated pursuant to the provisions of Section 4.1, 4.4 or
4.5 which is proposed to be effected pursuant to a firm-commitment underwriting, subject to the approval of the Company, which
approval shall not be unreasonably withheld (provided, that the Company shall have the right to withhold approval of any
one underwriter, and further provided, that the Company may not unreasonably withhold approval of any GS Entity as
an underwriter), the holders of a majority of the Registrable Stock requested to be included in any such registration or offering
shall have the right to designate the managing underwriter or underwriters, and all holders of Registrable Stock participating
in the registration or offering shall sell their shares only pursuant to such underwriting.


 


Section 4.7Registration
Procedures.


 


(a)If
and when the Company is required by the provisions of this Agreement to effect the registration of shares of Registrable Stock
or the Shelf Registration, the Company shall:


 


(i)prepare
and file, or cause to be prepared and filed, with the Commission a registration statement (the form and substance of which shall
be subject to the approval of the holders of a majority of the Capital Stock to be included in such registration) with respect
to such shares and use its reasonable best efforts to cause such registration statement to become and remain effective for the
period described in Section 4.14; provided that, before filing a registration statement or prospectus or any amendments
or supplements thereto or any free writing prospectus related thereto, the Company shall furnish to the counsel selected pursuant
to Section 4.8(b) copies of all such documents proposed to be filed (including all exhibits thereto), which documents shall
be subject to the reasonable review and comment of such counsel, and, if requested by such counsel, provide such counsel reasonable
opportunity to participate in the preparation of such registration statement and each prospectus included therein and such other
opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the
Company’s books and records, officers, accountants and other advisors. Upon filing such documents, the Company shall promptly
notify in writing such counsel of the receipt by the Company of any written comments by the Commission with respect to such registration
statement or prospectus or any amendments or supplements thereto or any written request by the Commission for the amending or supplementing
thereof or for additional information with respect thereto;


 


(ii)notify
each selling Stockholder, including the Shelf Holders (solely with respect to the Shelf Registration), of the effectiveness of
each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectuses used in connection therewith as may be necessary to keep such registration statement effective and
current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all shares covered
by such registration statement, including such amendments and supplements as may be necessary to reflect the intended method of
disposition from time to time of the holder or holders of the Capital Stock who have requested that any of their shares be sold
or otherwise disposed of in connection with the registration (the selling Stockholders and the Shelf Holders (solely with respect
to the Shelf Registration), the “Prospective Sellers”);


 






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(iii)furnish
to each Prospective Seller such number of copies of such registration statement, each amendment and supplement thereto, each prospectus,
including preliminary prospectuses, each free writing prospectus used in connection therewith (including any prospectus supplements
drafted by a selling Stockholder which must be approved in writing by the Company prior to its use), and such other documents as
each Prospective Seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock
owned by such Prospective Seller, and the Company hereby consents to the use of such prospectus and each amendment or supplement
thereto by each of the Prospective Sellers and the underwriters or agents, if any, in connection with the offering and sale of
the Registrable Stock covered by such prospectus and any amendments or supplements thereto;


 


(iv)use
its reasonable best efforts to register or qualify the shares covered by such registration statement under such other securities
or “blue sky” or other applicable laws of such jurisdictions in the United States as each Prospective Seller shall
reasonably request to enable such seller to consummate the public sale or other disposition of the shares owned by such seller,
provided that the Company shall not be required in connection therewith or as an election thereto to qualify to do business
or to file a general consent to service of process in any such jurisdiction;


 


(v)upon
written request when selling Registrable Stock pursuant to a firm-commitment underwritten offering, furnish to each Prospective
Seller a signed counterpart, addressed to their underwriters, if any, of: (A) an opinion of counsel for the Company; and (B) a
“comfort” letter signed by the independent public accountants of the Company who have certified the Company’s
financial statements included in the registration statement, covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letter) with respect
to the events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration)
in the opinions of issuers’ counsel and in accountants’ letters delivered to the underwriters in connection with underwritten
public offerings of securities;


 


(vi)cause
all such Common Stock registered pursuant to this Agreement to be listed on each securities exchange or other securities trading
market on which similar securities issued by the Company are then listed;


 


(vii)provide
a transfer agent and registrar for all such Common Stock registered pursuant to this Agreement not later than the effective date
of such registration statement;


 


(viii)enter
into such customary agreements (including an underwriting agreement) and take all such other customary actions as the holders of
a majority of the Registrable Stock being sold reasonably request in order to expedite or facilitate the disposition of such Registrable
Stock; 


 






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(ix)make
available for inspection by one representative of the holders of Registrable Stock being sold, any underwriter participating in
any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such underwriter,
all reasonable financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s
and its Subsidiaries’ officers, directors and employees to supply all information reasonably requested by any such underwriter,
attorney, accountant or agent in connection with the preparation of such registration statement; 


 


(x)use
its commercially reasonable best efforts to ensure that, at the time of pricing of any offering of Registrable Stock, the disclosure
available to purchasers will include all of the information required by Sections 12(a)(2) and 17(a)(2) of the Securities Act;



 


(xi)promptly
notify each Prospective Seller, at any time when a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of
any such Prospective Seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Registrable Stock, such prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;


 


(xii)if
at any time the information to be conveyed to a purchaser at the time of sale would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading, promptly file with the Commission such amendments or supplements to such information as may
be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading;


 


(xiii)permit
any of the GSMP Parties which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling Person
of the Company, to reasonably participate in the preparation of such registration or comparable statement and to require the insertion
therein of material related to such GSMP Party, furnished to the Company in writing, which in the reasonable judgment of such GSMP
Party and its counsel should be included to comply with applicable laws; and


 


(xiv)promptly
notify each Prospective Seller of Registrable Stock (x) of the issuance by the Commission of any stop order suspending the
effectiveness of a registration statement or of any order preventing or suspending the use of any preliminary prospectus, or (y) of
the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of a registration statement or any of the Registrable Stock for offer or sale in any jurisdiction.


 






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(b)Each
Prospective Seller of Registrable Stock shall furnish to the Company such information as the Company may reasonably require from
the Prospective Seller for inclusion in the registration statement (and the prospectus included therein).


 


(c)The
Prospective Sellers shall not (until further notice) effect sales of the shares covered by the registration statement after receipt
of facsimile or other written notice from the Company to suspend sales to permit the Company to correct or update a registration
statement or prospectus.


 


(d)If
any such registration statement or comparable statement under state “blue sky” laws refers to any of the GSMP Parties
by name or otherwise as the holder of any securities of the Company, then each such GSMP Party shall have the right to require
(i) the insertion therein of language, in form and substance satisfactory to such GSMP Party and the Company, to the effect
that the holding by such GSMP Party of such securities is not to be construed as a recommendation by such GSMP Party of the investment
quality of the Company’s securities covered thereby and that such holding does not imply that such GSMP Party will assist
in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such GSMP Party by
name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal
statute or any state “blue sky” or securities law then in force, the deletion of the reference to such GSMP Party.


 


(e)The Company agrees
that, if any of the Stockholders or any of their respective Affiliates (each a “Selling Entity”) could reasonably
be deemed to be an “underwriter” as defined in Section 2(a)(11) of the Securities Act, in connection with any
registration of the Company’s securities of any Selling Entity pursuant to this agreement, and any amendment or supplement
thereof (any such registration statement or amendment or supplement a “Selling Entity
Underwriter Registration Statement”), then the Company (1) agrees that the indemnification and contribution provisions
contained in Section 4.9 shall be applicable to the benefit of each Selling Entity in its role as an underwriter or deemed
underwriter in addition to its capacity as a holder of Registrable Stock and (2) will cooperate with such Selling Entity in
allowing such Selling Entity to conduct customary “underwriter’s due diligence” with respect to the Company and
satisfy its obligations in respect thereof. In addition, at such Selling Entity’s request, the Company will furnish to such
Selling Entity, on the date of the effectiveness of any Selling Entity Underwriter Registration Statement and thereafter from time
to time on such dates as such Selling Entity may reasonably request, (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to such Selling Entity, and (ii) an opinion, dated as of such
date, of counsel representing the Company for purposes of such Selling Entity Underwriter Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, including a standard “10b-5” opinion for
such offering, addressed to such Selling Entity. The Company will also permit legal counsel to such Selling Entity to review and
comment upon any such Selling Entity Underwriter Registration Statement at least five business days prior to its filing with the
Commission and all amendments and supplements to any such Selling Entity Underwriter Registration Statement within a reasonable
number of days prior to their filing with the Commission and not file any Selling Entity Underwriter Registration Statement or
amendment or supplement thereto in a form to which such Selling Entity’s legal counsel reasonably objects.


 






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Section 4.8Expenses
of Registration.


 


(a)The
Company shall pay all “Registration Expenses” (as that term is defined below) relating to the registrations under this
Article IV. All Selling Expenses (as defined below) shall be borne by the participating sellers (including the Company if
it shall be a participating seller) in proportion to the number of shares of Common Stock sold by each, or in such other manner
or proportion as the participating sellers (including the Company if it shall be a participating seller) may agree. For purposes
of this Section 4.8(a), the term “Registration Expenses” shall mean, collectively, all fees and expenses
incurred in connection with the Company’s performance under this Article IV, including all registration and filing fees,
exchange listing fees, printing, messenger and delivery expenses, fees and disbursements of counsel for the Company and its independent
public accountants and any other accounting and legal fees, the fees and expenses of one counsel for the holders of Registrable
Stock selected by a majority of the holders of Registrable Stock included in the applicable registration or offering, fees and
expenses for complying with securities and “blue sky” laws, the expense of any special audits or “comfort letters”
incident to or required in connection with any such registration or qualification, and reasonable expenses relating to the Company’s
participation in a roadshow with respect to such offering as reasonably requested by the managing underwriter, but shall exclude
Selling Expenses. As used herein, the term “Selling Expenses” shall mean, collectively, underwriting discounts,
selling commissions, brokerage fees, and the fees and expenses of counsel for each holder of Registrable Stock (other than the
counsel selected by a majority of the holders of Registrable Stock included in the applicable registration or offering to represent
all holders of Registrable Stock in such registration or offering).


 


(b)In
connection with each Demand Registration, each piggyback registration and each takedown of a Shelf Registration, and any offering
in connection therewith, the Company shall reimburse the holders of Registrable Stock included in such registration or offering
for the reasonable fees and disbursements of one counsel for the holders of Registrable Stock selected by a majority of the holders
of Registrable Stock requested, subject to Section 2.4, to be included in such registration or offering.


 






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Section 4.9Indemnification.


 


(a)In the event of
any registration or offer and sale by the Company of any Common Stock of a Prospective Seller
under the Securities Act, the Company shall indemnify and hold harmless such Prospective Seller, its Affiliates, their respective
stockholders, partners, members, directors, officers, employees, managers, and agents, each underwriter (as defined in the Securities
Act) that facilitates the sale of such Common Stock, and each controlling Person (within the meaning of the Securities Act), if
any, of such Prospective Seller, other Person or underwriter, against any losses, claims, damages, liabilities and expenses (or
actions in respect thereof) (collectively, “Liabilities”), joint or several, to which such Person or any of
them may be subject under the Securities Act or any other statute or at common law, insofar as such Liabilities arise out of or
are based upon (i) any untrue statement (or alleged untrue statement) of any material fact contained, on the effective date
thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus
or final prospectus contained therein, or any summary prospectus issued in connection with any securities being registered, or
any amendment or supplement thereto, any free writing prospectus used in connection with any offering, including any free writing
prospectus used by the Company, any underwriter or the Prospective Seller, or any other document, (ii) any omission (or alleged
omission) to state therein a material fact required to be stated therein or necessary, in light of the circumstances under which
they were made, to make the statements therein not misleading, (iii) any violation by the Company of the Securities Act, any
state securities or “blue sky” law, or any rule or regulation promulgated under the Securities Act or any state securities
or “blue sky” law, or any other law, applicable to the Company in connection with any such registration, qualification
or compliance of any shares of Common Stock, or (iv) any information provided by the Company, or at the instruction of the
Company to any Person participating in the offering at the point of sale, which contains any untrue statement (or alleged untrue
statement) of any material fact required to be stated therein or necessary, in light of the circumstances under which they were
made, to make the statements therein not misleading, and shall reimburse each such indemnified Person for any legal or other expenses
reasonably incurred by such Person in connection with investigating or defending any such Liability; provided, however,
that the Company shall not be liable to any indemnified Person in any such case to the extent that any such Liability arises out
of or is based upon any such untrue statement or omission (or alleged untrue statement or omission) made in such registration statement,
preliminary prospectus, summary prospectus, final prospectus, or amendment or supplement thereto, free writing prospectus or any
other document, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf
of such Prospective Seller specifically for use therein; and provided, further, however, that the Company
shall not be liable for any Liability arising from any untrue or misleading statement or omission contained in any preliminary
prospectus if such statement or omission is corrected in the final prospectus as required by the Securities Act. The indemnity
provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of such Prospective
Seller, and shall survive the Transfer of such securities by such Prospective Seller.


 






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(b)The Company may
require, as a condition to including any Common Stock of a Prospective Seller in any registration
statement filed pursuant to Section 4.1, Section 4.3 or Section 4.4, that the Company shall have received an undertaking
(which shall include an agreement to Section 4.9(c) below) satisfactory to it from such Prospective Seller, severally and not jointly,
to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4.9(a), to the extent permitted
by applicable state or federal law) the Company, each director of the Company, each officer of the Company who shall sign such
registration statement and each other Person, if any, who controls the Company within the meaning of the Securities Act (except
the indemnifying Prospective Seller, if such indemnifying Prospective Seller so controls the Company), with respect to (i) any
untrue statement (or alleged untrue statement) of any material fact contained in any registration statement under which such securities
were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any summary prospectus
issued in connection with any securities being registered, or any amendment or supplement thereto, or any free writing prospectus
used in connection with such offering, including any free writing prospectus used by the Company, any underwriter or the Prospective
Seller, or any other document, (ii) any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary, in light of the circumstances under which they were made, to make the statements therein not misleading,
or (iii) any information provided to any Person containing any untrue statement or omission (or alleged untrue statement or
omission) of any material fact required to be included in such information or necessary to make the statements therein not misleading,
in each case if such statement or omission was made in reliance on and in conformity with written information furnished to the
Company by such Prospective Seller specifically for use in preparing any such registration statement, preliminary prospectus, final
prospectus, summary prospectus, or amendment or supplement thereto, or any free writing prospectus or other document, or in making
any such filing or representation; provided that such Prospective Seller shall not be liable in any such case to the extent
that, prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, or any free
writing prospectus utilized in connection therewith, such Prospective Seller has furnished in writing to the Company information
specifically for use in such registration statement or prospectus or any amendment thereof or supplement thereto or free writing
prospectus which corrected or made not misleading information previously furnished to the Company and such information was received
by the Company in a reasonable time prior to the use of such prospectus. Unless otherwise expressly agreed to in writing by any
such Prospective Seller to the contrary, for all purposes of this Agreement, the Company hereby agrees that the only information
furnished or to be furnished to the Company for use in any such registration statement, preliminary, final or summary prospectus
or amendment or supplement thereto, or any free writing prospectus, are statements specifically relating to (i) the beneficial
ownership of shares of Common Stock by such Prospective Seller and its Affiliates as disclosed in the section of such document
entitled “Selling Stockholders” or “Principal and Selling Stockholders” or other documents thereof and
(ii) the name and address of such Prospective Seller. Each Prospective Seller hereunder shall promptly provide such indemnification
upon request. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party and shall survive any transfer of the Common Stock held by the indemnifying party. In no event
shall a Prospective Seller’s obligation to indemnify any Person hereunder exceed the net proceeds from the sale of the Prospective
Seller’s Common Stock in the registered offering.


 






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(c)If
the indemnification provided for in Section 4.9(a) or Section 4.9(b) above is unavailable to an indemnified party in
respect of any Liabilities referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a result of such Liabilities, in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified parties on the other
in connection with the statements or omissions or violations which resulted in such Liabilities, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified parties, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Prospective
Sellers agree that it would not be just and equitable if contribution pursuant to this Section 4.9(c) were determined by pro
rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Liabilities in respect
thereof referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 4.9(c), no Prospective Seller shall be required to contribute
any amount in excess of the net proceeds from the sale of the Prospective Seller’s Common Stock in the registered offering.
No Person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(d)Promptly
after receipt by an indemnified party under Section 4.9(a) or Section 4.9(b) above of written notice of the commencement
of any action, such indemnified party promptly shall, if a claim in respect thereof is to be made under such Section, notify the
indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall relieve it
from any liability which it may have had to any indemnified party hereunder only to the extent that it has been prejudiced
as a proximate result of such failure or it has forfeited substantive rights or defenses by reason of such failure. In case any
such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof at its own expense. The indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
paid by the indemnified party unless (i) the indemnifying party agrees to pay the same, (ii) the indemnifying party fails
to assume the defense of such action with counsel reasonably satisfactory to the indemnified party within a reasonable time after
receipt by the indemnifying party of notice of the institution of the action or (iii) the defendants in any such action include
both the indemnified party and the indemnifying party and either (x) representation of such indemnified party and the indemnifying
party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be legal
defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying
party.


 


(e)Upon
the assumption by the indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying
party shall not be liable to such indemnified party under this Section 4.9 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time, (ii) the indemnifying
party and its counsel do not actively and vigorously pursue the defense of such action, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.


 






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Section 4.10Inclusion
of Additional Shares in Required Registrations; Other Company Initiated Registrations. The Company shall not register securities
for sale for its own account or for the account of any other Person in any registration requested by the holders of Registrable
Stock pursuant to Section 4.1 unless permitted to do so by the written consent or required to do so by the written request
of Stockholders holding at least a majority of the shares of Registrable Stock proposed to be included in such offering. The Company
may not cause any other registration of securities for sale for its own account or for the account of any other Person to become
effective within 120 days after the effective date of any registration requested by the holders of Registrable Stock pursuant to
Section 4.1 except pursuant to registrations on Form S-8 or Form S-4 or any successors thereto.


 


Section 4.11Rights
Which May Be Granted to Other Persons. Except as herein provided, the Company shall not grant any Person registration rights
without the prior written consent of the Majority Rollover Investors and the Levy Family, it being understood that, subject to
Section 2.4 and the last sentence of Section 5.7, all holders of Founder Shares and Warrants, all holders of Common Stock
received in the Merger and, following the Distributions, all members of the Levy Newco Parties shall be entitled to register their
shares of Common Stock and shares of Common Stock issuable upon exercise of the Warrants in
the Short-Form Registration Statement filed pursuant to Section 4.4(a). As of the date hereof, the Company has not granted
any Person any registration rights other than pursuant to the Original Registration Rights Agreement (which shall terminate at
the Merger Effective Time), the holders of public warrants of the Company that were issued in connection with its initial public
offering and this Agreement.


 


Section 4.12Rule
144 Requirements. Immediately after the date on which a registration statement filed by the Company under the Securities Act
becomes effective, the Company shall undertake to make publicly available, and available to the holders of Registrable Stock, such
information as is necessary to enable the holders of Registrable Stock to make sales of Registrable Stock pursuant to Rule 144.
The Company shall furnish to any holder of Registrable Stock, upon request, a written statement executed by the Company as to the
steps it has taken to comply with the current public information requirements of Rule 144.


 


Section 4.13Lockup
Agreement. Each Stockholder hereby agrees that, in connection any underwritten public offering of Capital Stock under the Securities
Act, if so requested by the Company or any representative of the managing underwriter, such Stockholder shall not sell or otherwise
transfer (except for standard exceptions agreed by the representatives of the managing underwriter) any Registrable Stock or other
Capital Stock during the period specified by the Board at the request of the managing underwriter (the “Market Standoff
Period”), provided that (i) such Market Standoff Period is applicable on substantially similar terms to the
Company and all the executive officers and directors of the Company and (ii) such Market Standoff Period does not exceed 90
days following the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing
underwriter, not to exceed 35 days) in connection with any public offering of the Company’s securities, except as part of
such underwritten public offering. The Company may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.


 






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Section 4.14Effective
Period of Registration. Once any registration effected by the Company pursuant to this Article IV becomes effective, the
Company shall file all reports, financial statements and other documents necessary to keep such registration statement current
and the registration in effect (a) with respect to an underwritten offering, until the earlier of (i) the sale of all
securities offered for sale pursuant to the registration statement and (ii) 180 days from the effective date of the registration
statement, or (b) with respect to a Shelf Registration, until the earlier of (i) the sale of all securities offered for
sale pursuant to the registration statement and (ii) three years from the effective date of the registration statement.


 


Section 4.15Changes
in Common Stock. If, and as often as, there is any change in the Common Stock by way of a stock split, stock dividend, combination
or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect
to the Common Stock as so changed. If the Company together with its underwriters determine that a stock split or reverse stock
split is necessary or advisable in connection with the Company’s initial public offering, each Stockholder hereby covenants
and agrees to vote such Stockholder’s shares of Capital Stock, and to take such other actions as are necessary, in order
to approve and effectuate such stock split or reverse stock split; provided that such stock split or reverse stock split
affects all Stockholders proportionately.


 


Section 4.16Opt-Out
Requests. Each Prospective Seller 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 Company or any other Prospective
Seller otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed
by such Prospective Seller 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 Company and other Prospective Sellers shall not be
required to, and shall not, deliver any notice or other information required to be provided to Prospective Sellers hereunder to
the extent that the Company or such other Prospective Sellers reasonably expect would result in a Prospective Seller acquiring
material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. 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 Prospective Seller
who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the
ability of a Prospective Seller to issue and revoke subsequent Opt-Out Requests; provided that each Prospective Seller shall
use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out
Requests. During the period in which the Opt-Out Request is in effect, the Prospective Seller making the Opt-Out Request shall
not offer or sell shares of Common Stock under any Registration Statement or receive any notices with respect to proposed registrations
or offerings of Common Stock.


 


ARTICLE V.

MISCELLANEOUS


 


Section 5.1Other
Activities. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit Goldman
Sachs or any of its Affiliates (each, a “GS Entity”) from engaging in any brokerage, investment advisory, financial
advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment
activity and other similar activities conducted in the ordinary course of their business.


 






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Section 5.2Publicity.


 


(a)The
Company agrees that it will not, without the prior written consent of the applicable GS Entity, in each instance, except to the
extent required by Nasdaq listing rules or applicable law (i) use in advertising, publicity, or otherwise the name of Goldman
Sachs, or any GS Entity, or any partner or employee of a GS Entity, nor any trade name, trademark, trade device, service mark,
or symbol or any abbreviation, contraction or simulation thereof owned by Goldman Sachs or any of its Affiliates, or (ii) represent,
directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by Goldman Sachs
or a GS Entity.


 


(b)The
Company grants Goldman Sachs and each GS Entity permission to use the Company’s name and logo in its or any GS Entity’s
marketing materials subject to the Company’s prior consent to its use which shall not be unreasonably withheld. Goldman Sachs
or any such GS Entity, as applicable, shall include a trademark attribution notice giving notice of the Company’s ownership
of its trademarks in the marketing materials in which the Company’s name and logo appear.


 


Section 5.3Specific
Performance. The parties hereto agree that irreparable damage would result in the event that any of the provisions of this
Agreement were not complied with or were otherwise breached. Therefore, the rights to, or obligations of, the parties hereto shall
be enforceable in a court of equity by a decree of specific performance and appropriate injunctive relief may be applied for and
granted in connection therewith. Such remedies, and all other remedies provided for in this Agreement, shall, however, be cumulative
and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.


 


Section 5.4Legends.
Immediately after the Merger Effective Time, each certificate for shares of Capital Stock to be issued in the name of any of the
Stockholders shall have the following legends:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT AND SAID LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.”


 


“THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND VOTING AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS
AGREEMENT BETWEEN THE ISSUER AND THE INITIAL HOLDER HEREOF, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT SHALL BE FURNISHED
WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 






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The
requirement that the first paragraph of the above legends be placed upon certificates evidencing any shares of Capital Stock issued
to the Stockholders shall cease and terminate upon the earliest of the following events: (i) when such shares are Transferred
in a Public Offering or (ii) when such shares are Transferred in any other transaction if the Transferring Stockholder delivers
to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect
that such legends are no longer necessary in order to protect the Company against a violation by it of applicable federal and state
securities laws upon any Transfer of such shares without registration thereunder. Upon the occurrence of any event requiring the
removal of legends hereunder, the Company, upon the surrender of certificates containing such legends, shall, at its own expense,
deliver to the holder of any such shares as to which the requirement for such legends shall have terminated, one or more new certificates
evidencing such shares not bearing such legend.


 


Section 5.5Effectiveness
and Term. 


 


(a)This
Agreement shall become effective immediately following the Merger Effective Time. As promptly as practicable following the effectiveness
of this Agreement, the Company shall update Schedule I to set forth opposite each Stockholder’s name on Schedule I
the number of shares of Common Stock actually owned of record by such Stockholder as of the Merger Effective Time, and such updating
of Schedule I shall not be deemed to be an amendment of this Agreement. As promptly as practicable following the Distributions,
the Company shall update Schedule I to set forth opposite each Stockholder’s name on Schedule I the
number of shares of Common Stock actually owned of record by such Stockholder as of the effective date of such Distribution, and
such updating of Schedule I shall not be deemed to be an amendment of this Agreement. In the event that the Merger
Agreement is validly terminated in accordance with its terms, this Agreement shall terminate automatically, and shall cease to
be of any force or effect, and all rights and obligations hereunder shall cease, without further action by any of the parties.


 


(b)Notwithstanding
anything contained herein to the contrary, this Agreement shall terminate, and all rights and obligations hereunder shall cease,
upon the earlier of (a) mutual written agreement of the Rollover Investors and the Levy/Walsh Investors and (b) such
time as none of the Rollover Investors or the Levy/Walsh Investors remains party hereto.


 






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(c)Any
Stockholder shall cease to be a party hereto at such time as such Stockholder, together with its Affiliates and Permitted Transferees
(other than any Permitted Transferee receiving Common Stock under clause (iii) of such definition of Permitted Transferee)
that are Stockholders, ceases to hold in the aggregate Capital Stock representing at least 2% of the Common Stock outstanding immediately
following the Merger Effective Time; provided, that (x) each Rollover Investor and each of its Affiliates and Permitted
Transferees shall continue to be a party hereto as long as such Person holds Common Stock for purposes of exercising the rights
of a Requesting Holder pursuant to Section 4.1(b) with respect to any Demand Registration of the Rollover Investors, (y) each
member of the Levy Family and its Affiliates and Permitted Transferees shall continue to be a party hereto as long as such Person
holds Common Stock for purposes of exercising the rights of a Requesting Holder pursuant to Section 4.1(b) with respect to
any Demand Registration of the Levy Family or PW Acquisition and (z) PW Acquisition and each of its Affiliates and Permitted
Transferees shall continue to be a party hereto as long as such Person holds Common Stock for purposes of exercising the rights
of a Requesting Holder pursuant to Section 4.1(b) with respect to any Demand Registration of the Levy Family or PW Acquisition.


 


Section 5.6Notices.
All notices, offers, acceptances, requests and other communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed by certified or registered mail to the Prospective Sellers at
their addresses on the Company’s records, and to the Company at the Company’s principal place of business. Any party
hereto may change his or its address for notice by giving notice thereof in the manner herein above provided.


 


Section 5.7Parties
in Interest. All covenants and agreements contained in this Agreement by or on behalf of any of the parties executing this
Agreement shall bind such parties and shall bind and inure to the benefit of the respective successors and permitted assigns of
the parties hereto whether so expressed or not; provided, however, that the foregoing shall not in and of itself
permit the assignment of the rights and obligations hereunder or thereunder; and provided, further, however,
that no transferee of any Stockholder shall receive the rights specifically attributed to the GSMP Parties, the Charlesbank Parties,
the Leonard Green Parties, the Levy Parties or the Walsh Parties hereunder without the prior written consent of the Rollover Investors,
PW Acquisition and the Levy Family, except in the case of a Transfer of Capital Stock solely between or among any of the Rollover
Investors and their Affiliates. Other than Sections 4.7(e), 4.9, 5.1 and 5.2 (and as set forth in the last sentence of this
Section 5.7), nothing in this Agreement, whether express or implied, shall be construed to give any Person (other than the parties
hereto and their respective successors and permitted assigns) any legal or equitable right, remedy or claim under or in respect
of this Agreement or any covenants, conditions or provisions contained herein, as a third party beneficiary or otherwise. Each
Selling Entity shall be a third party beneficiary of the provisions of Sections 4.7(e) and shall be entitled to enforce such
provisions directly. Each GS Entity shall be a third party beneficiary of the provisions of Sections 5.1 and 5.2 and shall
be entitled to enforce such provisions directly. Each indemnified party described in Section 4.9(a) shall be a third party
beneficiary of the provisions of Section 4.9 and shall be entitled to enforce such provisions directly. Shelf
Holders who are not Stockholders shall be third party beneficiaries of this Agreement as it relates to the registration and sale
of securities by them under Section 4.4 and shall be entitled to enforce their rights as Shelf Holders as if such Persons were
a party hereto, including any rights to indemnification set forth in Section 4.9 hereof as it relates to the Shelf Registration.
Notwithstanding anything in this Agreement to the contrary, no Person that, together with its Affiliates, would hold at least 2%
of the shares of Common Stock outstanding after effecting the Distributions shall be entitled to any rights under this Agreement,
as a Shelf Holder or otherwise, unless such Person is or becomes a party to this Agreement pursuant to Section  2.1(b).


 






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Section 5.8Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without
giving effect to its conflicts of laws provisions.


 


Section 5.9Entire
Agreement. This Agreement constitute the sole and entire agreement of the parties hereto and supersedes all prior agreements
and understandings, oral and written, among the parties hereto with respect to the subject matter hereof.


 


Section 5.10Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. A signature delivered by facsimile or by electronic means intended to preserve the
original graphic and pictorial appearance thereof shall be deemed to be an original signature.


 


Section 5.11Amendments.
This Agreement may not be amended or modified, and no provisions hereof may be waived, without the written consent of the Levy
Family, PW Acquisition and the Majority Rollover Investors; provided, however, that (a) each of the Levy Parties,
the Walsh Parties and the Other Stockholders that receives Common Stock as a result of the Distributions shall become a party hereto,
if they hold over 2% of the outstanding Common Stock, by executing and delivering to the Company a joinder signature page and the
Company adding such Person’s Capital Stock holdings to Schedule I hereto and (b) other Persons who are Permitted
Transferees of the Stockholders may become a party hereto by executing and delivering to the Company a joinder signature page and
by the Company adding such Person’s Capital Stock holdings to Schedule II hereto; provided, further,
however, that no amendment, alteration or modification to (or waiver of the observance of any term of) (i) this Agreement
that would adversely affect the rights or obligations of any group of similarly situated Stockholders or Shelf Holders can be effected
without the consent of a majority in interest of such Stockholders or, to the extent such amendment, alteration or modification
adversely affects the rights of Shelf Holders, a majority in interest of the Shelf Holders, and (ii) this Agreement that would
adversely and disproportionately affect the rights or obligations of any Stockholder or Shelf Holder as compared to other similarly
situated Stockholders or Shelf Holders, as applicable, can be effected without the consent of such Stockholder or Shelf Holder,
as applicable.


 






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Section 5.12Severability.
Each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of the other clauses herein. If one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable
at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them so
as to be enforceable to the maximum extent compatible with the applicable law as it shall then apply.




 


Section 5.13Effectiveness.
No Stockholder shall have any rights under this Agreement, and neither the Company nor any other Stockholder shall have any obligations
under this Agreement to such Stockholder, unless and until such Stockholder has executed and delivered this Agreement or a counterpart
signature page hereto. The failure of any one or more Stockholders to execute and deliver this Agreement or a counterpart signature
page hereto shall not invalidate this Agreement or any of the rights and obligations of the Company and of those Stockholders that
have executed and delivered this Agreement or a counterpart signature page hereto as among such parties that have so executed and
delivered this Agreement or a counterpart signature page hereto. 


 


[Signature page follows]





 






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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement under seal as of the date first above written.


 


 


	COMPANY:	 	LEVY
    ACQUISITION CORP.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Steven C. Florsheim
		 		 	Name:
    Steven C. Florsheim
	 	 	 	 	Title:
    Executive Vice President




 






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	GSMP Parties:	 	GSMP
    2006 Onshore US, Ltd.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Oliver Thym
				 	Name:
    Oliver Thym
	 	 	 	 	Title:
    Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	GSMP
    2006 Offshore US, Ltd.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Oliver Thym
	 	 	 	 	Name:
    Oliver Thym
	 	 	 	 	Title:
    Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	GSMP
    2006 Institutional US, Ltd.
	 	 	 	 	 
	  	 	 	 	 
	 	 	By:	 	/s/
    Oliver Thym
	 	 	 	 	Name:
    Oliver Thym
	 	 	 	 	Title:
    Vice President




 




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	CHARLESBANK PARTIES:	 	CHARLESBANK
    EQUITY FUND V, LIMITED PARTNERSHIP
	 	 	 	 	 	 	 
	 	 	By:	 	Charlesbank
    Capital Partners, LLC, its General Partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Andrew S. Janower
		 		 		 	Name:
    Andrew S. Janower
	 	 	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Tim R. Palmer
	 	 	 	 	 	 	Name:
    Tim R. Palmer
	 	 	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	CHARLESBANK
    EQUITY COINVESTMENT FUND V, LIMITED PARTNERSHIP
	 	 	 	 	 	 	 
	 	 	By: 	 	Charlesbank Capital Partners, LLC, its General Partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Andrew S. Janower
	 	 	 	 	 	 	Name:
    Andrew S. Janower
	 	 	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Tim R. Palmer
	 	 	 	 	 	 	Name:
    Tim R. Palmer
	 	 	 	 	 	 	Title:
    Authorized Signatory



 





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	 	 	CB OFFSHORE
    EQUITY FUND V, LP
	 	 	 	 	 	 	 
	 	 	By:	 	Charlesbank
    Capital Partners, LLC, its General Partner
	 	 	 	 	 	 	 
		 		 	By:	 	/s/
    Andrew S. Janower
	 	 	 	 	 	 	Name:
    Andrew S. Janower
	 	 	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Tim R. Palmer
	 	 	 	 	 	 	Name:
    Tim R. Palmer
	 	 	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	CHARLESBANK
    COINVESTMENT PARTNERS, LIMITED PARTNERSHIP
	 	 	 	 	 	 	 
	 	 	By:	 	Charlesbank
    Capital Partners, LLC, its General Partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Andrew S. Janower
	 	 	 	 	 	 	Name:
    Andrew S. Janower
	 	 	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Tim R. Palmer
	 	 	 	 	 	 	Name:
    Tim R. Palmer
	 	 	 	 	 	 	Title:
    Authorized Signatory




 




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	LEONARD GREEN PARTIES:	 	GREEN EQUITY
    INVESTORS IV, L.P.
	 	 	 	 	 	 	 
	 	 	By:	 	GEI Capital
    IV, LLC, its General Partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
		 		 	By:	 	/s/
    Timothy J. Flynn
	 	 	 	 	 	 	Name:
    Timothy J. Flynn
	 	 	 	 	 	 	Title:
    Senior Vice President
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	SAG
    BRANDS COINVEST, LLC
	 	 	 	 	 	 	 
	 	 	By:	 	Leonard
    Green & Partners, L.P., its Manager
	 	 	 	 	 	 	 
	 	 	By:	 	LGP
    Management, Inc., its General Partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/
    Timothy J. Flynn
	 	 	 	 	 	 	Name:
    Timothy J. Flynn
	 	 	 	 	 	 	Title:
    Partner




 




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	LEVY PARTIES:	 	LEVY ACQUISITION
    SPONSOR, LLC
	 	 	 	 	 
	 	 	 	 	 
		 	By:	 	/s/
    Steven C. Florsheim
	 	 	 	 	Name:
    Steven C. Florsheim
	 	 	 	 	Title:
    Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	LFP
    EPIC INVESTOR, LLC
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Steven C. Florsheim
	 	 	 	 	Name:
    Steven C. Florsheim
	 	 	 	 	Title:
    Authorized Signatory
	 	 	 	 	 
	 	 	 	 	 
	 	 	LEVY
    FAMILY PARTNERS LLC
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Steven C. Florsheim
	 	 	 	 	Name:
    Steven C. Florsheim
	 	 	 	 	Title:
    Manager
	 	 	 	 	 
	 	 	 	 	 
	 	 	/s/
    Lawrence F. Levy
	 	 	LAWRENCE
    F. LEVY
	 	 	 	 	 
	 	 	 	 	 
	 	 	/s/
    Steven C. Florsheim
	 	 	STEVEN
    C. FLORSHEIM
	 	 	 	 	 
	 	 	 	 	 
	 	 	/s/
    Ari B. Levy
	 	 	ARI
    B. LEVY




 






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	 	 	STEVEN FLORSHEIM
    2003 INVESTMENT TRUST
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Claire P. Murphy
		 		 	Name:
    Claire P. Murphy
	 	 	 	 	Title:
    Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	ARI
    LEVY 2003 INVESTMENT TRUST
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Claire P. Murphy
	 	 	 	 	Name:
    Claire P. Murphy
	 	 	 	 	Title:
    Trustee




 




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	WALSH
    PARTIES:	 	PW
    ACQUISITIONS LP
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
		 		 	Name:
	 	 	 	 	Title:
	  	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	PATRICK
    WALSH







 






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	LEVY NEWCO PARTIES:	 	LEVY
    EPIC ACQUISITION COMPANY, LLC
	 	 	 	 	 
	 	 	 	 	 
		 	By:	 	/s/
    Steven C. Florsheim
	 	 	 	 	Name:
    Steven C. Florsheim
	 	 	 	 	Title:
    Executive Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	LEVY
    EPIC ACQUISITION COMPANY II, LLC
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Steven C. Florsheim
	 	 	 	 	Name:
    Steven C. Florsheim
	 	 	 	 	Title:
    Executive Vice President




 




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	OTHER STOCKHOLDERS:	 	LIME PARTNERS,
    LLC
	 	 	 	 	 
	 	 	 	 	 
		 	By:	 	/s/
    Eileen Aptman
	 	 	 	 	Name:
    Eileen Aptman
	 	 	 	 	Title:
    Manager
	 	 	 	 	 
	 	 	 	 	 
	 	 	BELFER
    INVESTMENT PARTNERS L.P.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/
    Laurence D. Belfer
	 	 	 	 	Name:
    Laurence D. Belfer
	 	 	 	 	Title:
    Manager of the GP




 




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	OTHER STOCKHOLDERS:	 	DEL TACO SERIES,
    A SERIES OF PLEASANT LAKE OPPORTUNITIES FUND LP
	 	 	 	 	 
	 	 	 	 	 
		 	By:	 	/s/
    Gerald Aquino
	 	 	 	 	Name:
    Gerald Aquino
	 	 	 	 	Title:
    CFO 




 




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†The exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted
exhibits and schedules to the Securities and Exchange Commission upon its request.