Exhibit 10.7


 


 


 


 


 


 


 


 


 





 



 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


by and among


 


ISOS ACQUISITION CORPORATION,


 


and


 


THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO


 


Dated as of July 1, 2021


 





 



 


 


 


 


 


 


 


 


 


 




     


     

    

 


TABLE OF CONTENTS


 


 


	 	Page
	 	 
	Article 1
	Certain Definitions
	 	 
	Section 1.01. Definitions	1
	 	 
	Article 2
	Registration Rights
	 	 
	Section 2.01. Demand Registrations	6
	Section 2.02. Piggyback Registrations	11
	Section 2.03. Allocation of Securities Included in Registration Statement	12
	Section 2.04. Registration Procedures	15
	Section 2.05. Registration Expenses	22
	Section 2.06. Certain Limitations on Registration Rights	22
	Section 2.07. Limitations on Sale or Distribution of Other Securities	23
	Section 2.08. No Required Sale	23
	Section 2.09. Indemnification	24
	Section 2.10. No Inconsistent Agreements	27
	 	 
	Article 3
	Underwritten Offerings
	 	 
	Section 3.01. Requested Underwritten Offerings	28
	Section 3.02. Piggyback Underwritten Offerings	28
	 	 
	Article 4
	General
	 	 
	Section 4.01. Adjustments Affecting Registrable Securities	28
	Section 4.02. Rule 144	29
	Section 4.03. Nominees for Beneficial Owners	29
	Section 4.04. Amendments and Waivers	29
	Section 4.05. Notices	30
	Section 4.06. Successors and Assigns	30
	Section 4.07. Termination	31
	Section 4.08. Entire Agreement	31
	Section 4.09. Governing Law; Jurisdiction; Waiver of Jury Trial	31
	Section 4.10. Interpretation; Construction	32
	Section 4.11. Counterparts	32
	Section 4.12. Severability	32
	Section 4.13. Specific Enforcement	32
	Section 4.14. Further Assurances	33
	Section 4.15. Confidentiality	33
	Section 4.16. Opt-Out Requests	33
	Section 4.17. Original Registration Rights Agreement	33


 


	Exhibit A	Joinder Agreement


 




    i


     

    

 


AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, dated as of July 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “
Agreement”), is made and entered into by and among (i) Isos Acquisition Corporation, a Cayman Islands exempted company
(the “Company”), (ii) the stockholders of the Company party hereto (the “Stockholders”) and (iii) any
person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.06 of this Agreement (each, a “Holder”
and collectively with the Stockholders, the “Holders”).


 


RECITALS:


 


WHEREAS, the Company
and Bowlero Corp., a Delaware corporation (“Bowlero”) have entered into a Business Combination Agreement, dated as
of July 1, 2021 (as amended from time to time on or prior to the date hereof, the “Business Combination Agreement”),
pursuant to which Bowlero will merge with and into the Company (the “Merger”), with the Company surviving the Merger
(the “Surviving Company”);


 


WHEREAS, the Company
and Isos Acquisition Sponsor LLC, a Delaware limited liability company and a Stockholder (the “ Sponsor”) are parties
to that certain Registration and Shareholder Rights Agreement, dated as of March 2, 2021 (the “Original Registration Rights Agreement”),
which shall be amended and restated by this Agreement;


 


WHEREAS, following
the closing of the Merger (the “ Closing”), the Sponsor and the other Stockholders will own shares of Class A Common
Stock, par value $0.0001 per share of the Company (the “Class A Common Stock”), Class A Common Stock Equivalents (as
defined herein), shares of Class B Common Stock, par value $0.0001 per share of the Company (the “Class B Common Stock”),
which are convertible on a share for share basis into shares of Class A Common Stock and/or Class B Common Stock Equivalents (as defined
herein);


 


WHEREAS, in connection
with the Merger, the Company has agreed to provide the registration rights set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:


 


Article
1

Certain Definitions


 


Section 1.01. Definitions.
As used herein, the following terms shall have the following meanings:


 


“Additional Piggyback
Rights” has the meaning ascribed to such term in Section 2.03(a).


 






     


     

    

 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such specified Person, whether through the
ownership of voting securities, by contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by
the Company shall be deemed to be an Affiliate of any Holder.


 


“Agreement”
has the meaning ascribed to such term in the Preamble.


 


“Automatic shelf
registration statement” has the meaning ascribed to such term in Section 2.04.


 


“Board”
means the Board of Directors of the Company.


 


“Bowlero”
has the meaning ascribed to such term in the Recitals.


 


“Business Combination
Agreement” has the meaning ascribed to such term in the Recitals.


 


“Business Day”
means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close.


 


“Claims”
has the meaning ascribed to such term in Section 2.09(a).


 


“Class A Common Stock”
has the meaning ascribed to such term in the recitals.


 


“Class A Common Stock
Equivalents” means all shares of Class B Common Stock, all Class B Common Stock Equivalents, and all options, warrants and other
securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without
regard to any vesting or other conditions to which such securities may be subject), shares of Class A Common Stock (including any note
or debt security convertible into or exchangeable for shares of Class A Common Stock).


 


“Class B Common Stock”
has the meaning ascribed to such term in the recitals.


 


“Class B Common Stock
Equivalents” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time
or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may
be subject), shares of Class B Common Stock (including any note or debt security convertible into or exchangeable for shares of Class
B Common Stock).


 






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“Common Stock”
means all shares existing or hereafter authorized of the Class A Common Stock and Class B Common Stock, and any class of common stock
of the Company and any and all securities of any kind whatsoever which may be issued after the date hereof in respect of, or in exchange
for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of
the Company or otherwise.


 


“Company”
has the meaning ascribed to such term in the Preamble.


 


“Confidential Information”
has the meaning ascribed to such term in Section 4.15.


 


“Demand Exercise
Notice” has the meaning ascribed to such term in Section 2.01(b)(i).


 


“Demand Registration”
has the meaning ascribed to such term in Section 2.01(b)(i).


 


“Demand Registration
Period” has the meaning ascribed to such term in Section 2.01(b)(i).


 


“Demand Registration
Request” has the meaning ascribed to such term in Section 2.01(b)(i).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from
time to time be in effect.


 


“Expenses”
means any and all fees and expenses incident to the Company’s performance of or compliance with Article 2, including: (i) SEC,
stock exchange, FINRA and all other registration and filing fees and all listing fees and fees with respect to the inclusion of securities
on the NYSE or on any other U.S. or non-U.S. securities market on which the Registrable Securities are listed or quoted, (ii) fees
and expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United States or compliance
with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky” survey, including
reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions, (iii) word
processing, printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any
road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration or underwritten offering,
the reasonable fees and disbursements of one counsel for the Initiating Holder and one counsel for all other Participating Holder(s) collectively
(selected by the holders of a majority of the Registrable Securities held by such other Participating Holder(s)), together in each case
with any local counsel, provided that expenses payable by the Company pursuant to this clause (vii) shall not exceed (1) $150,000
for the first registration pursuant to this Agreement and (2) $100,000 for each subsequent registration, (viii) fees and disbursements
of all independent public accountants (including the expenses of any opinion and/or audit/review and/or “comfort” letter and
updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and expenses payable
to a Qualified Independent Underwriter (but expressly excluding any underwriting discounts and commissions), (x) fees and expenses
of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers
of securities, including reasonable fees and expenses of counsel for the underwriters in connection with any filing with or review by
FINRA (but expressly excluding any underwriting discounts and commissions) and (xii) rating agency fees and expenses.


 






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“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Initiating Holders”
has the meaning ascribed to such term in Section 2.01(b)(i).


 


“Joinder Agreement”
means a writing in the form set forth in Exhibit A hereto whereby a new Holder of Registrable Securities becomes a party to, and agrees
to be bound, to the same extent as its transferor, as applicable, by the terms of this Agreement.


 


“Major Holders”
means (i) A-B Parent LLC, a Delaware limited liability company, and (ii) collectively, Cobalt Recreation LLC, a Delaware limited liability
company, and Thomas F. Shannon.


 


“Majority Participating
Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering
of Registrable Securities by such Participating Holders pursuant to Section 2.01 or Section 2.02.


 


“Manager”
means the lead managing underwriter of an underwritten offering.


 


“Minimum Threshold”
means $50.0 million.


 


“Opt-Out Request”
has the meaning ascribed to such term in Section 4.16.


 


“Participating Holders”
means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section
2.01 or Section 2.02.


 


“Person”
means any individual, firm, corporation, company, limited liability company, partnership, trust, joint stock company, business trust,
incorporated or unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.


 


“Piggyback Notice”
has the meaning ascribed to such term in Section 2.02(a).


 


“Piggyback Shares”
has the meaning ascribed to such term in Section 2.03(a)(ii).


 


“Postponement Period”
has the meaning ascribed to such term in Section 2.01(c).


 


“Qualified Independent
Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.


 






    4


     

    

 


“Registrable Securities”
means (a) any shares of Class A Common Stock held by the Holders at any time (including those held as a result of, or issuable upon,
the conversion or exercise of Class A Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (b) any
shares of Class A Common Stock issued or issuable, directly or indirectly, in exchange for or with respect to the Class A Common Stock
referenced in clause (a) above by way of stock dividend, stock split or combination of shares or in connection with a reclassification,
recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities other than Class B Common
Stock or Class B Common Stock Equivalents issued in replacement of or exchange for any securities described in clause (a) or (b)
above. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right
to acquire, directly or indirectly, such Registrable Securities (including upon conversion, exercise or exchange of any equity interests
but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected,
and such Person shall not be required to convert, exercise or exchange such equity interests (or otherwise acquire such Registrable Securities)
to participate in any registered offering hereunder until the closing of such offering. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities
shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration
statement, (B) such securities shall have been disposed of in compliance with the requirements of Rule 144, (C) such securities
have been sold in a public offering of securities or (D) such securities have ceased to be outstanding.


 


“Rule 144”
have the meaning ascribed to such term in Section 4.02.


 


“SEC” means
the U.S. Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.


 


“Section 2.03(a)
Sale Number” has the meaning ascribed to such term in Section 2.03(a).


 


“Section 2.03(b)
Sale Number” has the meaning ascribed to such term in Section 2.03(b).


 


“Section 2.03(c)
Sale Number” has the meaning ascribed to such term in Section 2.03(c).


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to
time be in effect.


 


“Shelf Registrable
Securities” has the meaning ascribed to such term in Section 2.01(a)(ii).


 


“Shelf Registration
Statement” has the meaning ascribed to such term in Section 2.01(a)(i).


 






    5


     

    

 


“Shelf Underwriting”
has the meaning ascribed to such term in Section 2.01(a)(ii).


 


“Shelf Underwriting
Initiating Holders” has the meaning ascribed to such term in Section 2.01(a)(ii).


 


“Shelf Underwriting
Notice” has the meaning ascribed to such term in Section 2.01(a)(ii).


 


“Shelf Underwriting
Request” has the meaning ascribed to such term in Section 2.01(a)(ii).


 


“Subsidiary”
means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized
or acquired after the date hereof.


 


“Underwritten Block
Trade” has the meaning ascribed to such term in Section 2.01(a)(ii).


 


“Valid Business Reason”
has the meaning ascribed to such term in Section 2.01(c).


 


“WKSI”
means a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act).


 


Article
2

Registration Rights


 


Section 2.01. Demand Registrations.
(a) (i) As soon as practicable but no later than thirty (30) calendar days following the closing of the Merger (the “Filing Date”),
the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration
statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of
two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such
Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar
day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement
and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement
will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale
of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by,
any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare
and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration
Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included
therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to
convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible
to use Form S-3.


 






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(ii) Subject to
Section 2.01(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up restrictions,
each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities
pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to the Company
specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The
Holder or Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”)
for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders desire to sell pursuant to such
underwritten offering (the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the Holder or Holders
making such demand shall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as practicable,
but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf
Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered
on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.03 and
2.06, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the
Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company
for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be
disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously
as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section
2.01(b), use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting
Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement
or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise
take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating
Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary
in this Section 2.01(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market
value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating
Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Shelf Underwriting Initiating Holders
shall have the right to designate the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten
Block Trade; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall
not be unreasonably withheld or delayed. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in
an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten
Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Shelf Underwriting
Initiating Holder only needs to notify the Company and the Major Holders of the Underwritten Block Trade three (3) Business Days prior
to the day such offering is to commence and the other Holders of record of other Registrable Securities shall not be entitled to notice
of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade. The Major Holders shall be
entitled to, and shall have one (1) Business Day from receipt of such notice to determine whether to, participate in such Underwritten
Block Trade.


 






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(b) (i) If, following the
first anniversary of the Closing Date, the Shelf Registration Statement required to be filed pursuant to Section 2.01(a) is not available
for use by the Holders other than pursuant to Section 2.01(c) (a “Demand Registration Period”), then, at any time and
from time to time during such Demand Registration Period, each Holder (or Holders) shall have the right to require the Company to effect
one or more registration statements under the Securities Act covering all or any part of its Registrable Securities by delivering a written
request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method
of distribution thereof. Any such request by any Holder or Holders pursuant to this Section 2.01(b)(i) is referred to herein as a
“Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration”
(with respect to any Demand Registration, the Investor(s) making such demand for registration being referred to as the “Initiating
Holders”). Subject to Section 2.01(c), the Holders shall be entitled to request (and the Company shall be required to effect)
an unlimited number of Demand Registrations. The Company shall give written notice (the “Demand Exercise Notice”) of
such Demand Registration Request to each of the Holders of record of Registrable Securities in accordance with Section 2.02, and, subject
to Sections 2.03 and 2.06, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and
(y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company
for inclusion in such registration pursuant to Section 2.02. Notwithstanding anything to the contrary in this Section 2.01(b)(i), each
Demand Registration must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold
(based on the Registrable Securities included in such Demand Registration by all Holders participating in such Demand Registration). In
connection with any Demand Registration, the Initiating Holder shall have the right to designate the Manager and each other managing underwriter
in connection with any underwritten offering pursuant to such registration; provided that in each case, each such underwriter
is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed.


 






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(ii) The Company
shall, as expeditiously as possible, but subject to Section 2.01(c), use its reasonable best efforts to (x) file or confidentially
submit with the SEC (no later than (A) sixty (60) days from the Company’s receipt of the applicable Demand Registration Request
if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30) days from the Company’s
receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration),
(y) cause to be declared effective as soon as reasonably practicable such registration statement under the Securities Act that includes
the Registrable Securities which the Company has been so requested to register for distribution in accordance with the intended method
of distribution, and (z) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement
relating to such registration.


 


(c) Notwithstanding anything
to the contrary in Section 2.01(a) or Section 2.01(b), the Shelf Underwriting and Demand Registration rights granted in Section 2.01(a)
and Section 2.01(b) are subject to the following limitations: (i) the Company shall not be required to file or confidentially submit
a registration statement pursuant to Section 2.01(b) or cause a registration statement filed or confidentially submitted pursuant to Section
2.01(b) to be declared effective within a period of ninety (90) days after the effective date of any other registration statement of the
Company filed pursuant to the Securities Act (other than a Form S-4, Form S-8 or a comparable form or an equivalent registration
form then in effect); (ii) the Company shall not be required to effect more than three (3) Demand Registrations or Shelf Underwritings
on Form S-1 or any similar long-form registration statement at the request of the Holders in any twelve-month period; (iii) if the
Board, in its good faith judgment, determines that any registration of Registrable Securities or Shelf Underwriting should not be made
or continued because it would materially and adversely interfere with any existing or potential financing, acquisition, corporate reorganization,
merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or would otherwise result in the
public disclosure of information that the Board in good faith has a bona fide business purpose for keeping confidential (a “Valid
Business Reason”), then (x) the Company may postpone filing or confidentially submitting a registration statement relating
to a Demand Registration Request or a prospectus supplement relating to a Shelf Underwriting Request until five (5) Business Days after
such Valid Business Reason no longer exists, but in no event for more than forty five (45) days after the date the Board determines a
Valid Business Reason exists or (y) if a registration statement has been filed or confidentially submitted relating to a Demand Registration
Request or a prospectus supplement has been filed relating to a Shelf Underwriting Request, if the Valid Business Reason has not resulted
in whole or in part from actions taken or omitted to be taken by the Company (other than actions taken or omitted with the consent of
the Initiating Holder (not to be unreasonably withheld or delayed)), the Company may, to the extent determined in the good faith judgment
of the Board to be reasonably necessary to avoid interference with any of the transactions described above, suspend use of or, if required
by the SEC, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing
such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than
forty five (45) days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under
this clause (iv), the “Postponement Period”). The Company shall give written notice to the Initiating Holders
or Shelf Underwriting Initiating Holders and any other Holders that have requested registration pursuant to Section 2.02 of its determination
to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement
or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that
the Company shall not be entitled to more than two (2) Postponement Periods during any twelve (12) month period.


 






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Each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend use of, withdraw, terminate
or postpone amending or supplementing any registration statement pursuant to clause (c)(iii) above, such Holder will discontinue
its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have suspended use of, withdrawn
or terminated a registration statement filed under Section 2.01(b)(i) (whether pursuant to clause (c)(iii) above or as a result
of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not
be considered to have effected a Demand Registration for the purposes of this Agreement and such request shall not count as a Demand Registration
Request under this Agreement until the Company shall have permitted use of such suspended registration statement or filed a new registration
statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement
shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of suspension, withdrawal or
postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that
caused such suspension, withdrawal or postponement no longer exists (but, with respect to a suspension, withdrawal or postponement pursuant
to clause (c)(iii) above, in no event later than forty five (45) days after the date of the suspension, postponement or withdrawal),
as applicable, permit use of such suspended registration statement or use its reasonable best efforts to effect the registration under
the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this
Section 2.01 (unless the Initiating Holders or Shelf Underwriting Initiating Holders shall have withdrawn such request, in which case
the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such request shall not
count as a Demand Registration Request under this Agreement), and following such permission or such effectiveness such registration shall
no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (iv) of Section 2.01(c) above.


 






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(d) No Demand Registration
shall be deemed to have occurred for purposes of Section 2.01(b) (i) if the registration statement relating thereto (x) does
not become effective, (y) is not maintained effective for a period of at least one hundred eighty (180) days after the effective
date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been
sold (provided, however, that such period shall be extended for a period of time equal to the period any Holder of Registrable
Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter
of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) for
each Initiating Holder, if less than seventy five percent (75%) of the Registrable Securities requested by such Initiating Holder to be
included in such Demand Registration are not so included pursuant to Section 2.03, (iii) if the method of disposition is a firm commitment
underwritten public offering and less than seventy five percent (75%) of the applicable Registrable Securities have not been sold pursuant
thereto (excluding any Registrable Securities included for sale in the underwriters’ overallotment option) or (iv) if the conditions
to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration
relating to such request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its
Affiliates or are otherwise waived by such Initiating Holder(s)).


 


(e) Any Initiating Holder
may withdraw or revoke a Demand Registration Request delivered by such Initiating Holder at any time prior to the effectiveness of such
Demand Registration by giving written notice to the Company of such withdrawal or revocation and such Demand Registration shall have no
further force or effect and such request shall not count as a Demand Registration Request under this Agreement.


 


Section 2.02. Piggyback
Registrations. (a) If the Company proposes or is required to register any of its equity securities for its own account or for the
account of any other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any
similar successor forms thereto), the Company shall give written notice (the “Piggyback Notice”) of its intention to
do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration
statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration
statement, so long as all recipients of such notice have five (5) days to determine whether to participate in an offering. Upon the written
request of any such Holder, made within five (5) days following the receipt of any such Piggyback Notice (which request shall specify
the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof),
the Company shall, subject to Sections 2.02(c), 2.03 and 2.06 hereof, use its reasonable best efforts to cause all such Registrable
Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities
which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended
method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective
amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation
on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration
of Registrable Securities effected under this Section 2.02(a) shall relieve the Company of its obligations to effect Demand Registrations
under Section 2.01 hereof. For the avoidance of doubt, this Section 2.02 shall not apply to any Underwritten Block Trade.


 






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(b) Other than in connection
with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior to the effective date of the
registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to
delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders
of record of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders
under Section 2.01, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted
to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.


 


(c) Any Holder shall have
the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.02
by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in
writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody
agreement with respect to such registration or as otherwise required by the underwriters.


 


Section 2.03. Allocation
of Securities Included in Registration Statement. (a) If any requested registration or offering made pursuant to Section 2.01 (including
a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company in good faith that,
in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities,
the Company or any other Persons exercising contractual registration rights (“Additional Piggyback Rights”) exceeds
the largest number of securities (the “Section 2.03(a) Sale Number”) that can be sold in an orderly manner in
such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company
shall include in such underwritten offering:


 


(i) first, all
Registrable Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant to the exercise
of piggyback rights pursuant to Section 2.02); provided, however, that if the number of such Registrable Securities exceeds
the ‎Section 2.03(a) Sale Number, the number of such Registrable Securities (not to exceed the ‎Section
2.03(a) Sale Number) to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders (including
each Initiating Holder) requesting that Registrable Securities be included in such underwritten offering (including pursuant to the exercise
of piggyback rights pursuant to Section 2.02), based on the number of Registrable Securities then owned by each such Holder requesting
inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion; and


 






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(ii) second, to
the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.03(a) is less than the
‎Section 2.03(a) Sale Number, any securities that the Company proposes to register for its own account, up to the ‎Section
2.03(a) Sale Number; and


 


(iii) third, to
the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.03(a) is less than
the ‎Section 2.03(a) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated
on a pro rata basis among all Persons other than Holders requesting that securities be included in such underwritten offering pursuant
to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares
then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting
inclusion, up to the ‎Section 2.03(a) Sale Number.


 


(b) If any registration or
offering made pursuant to Section 2.02 involves an underwritten primary offering on behalf of the Company and the Manager shall advise
the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable
Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest number of securities (the “Section 2.03(b)
Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company,
the Company shall include in such underwritten offering:


 


(i) first, all
equity securities that the Company proposes to register for its own account; and


 


(ii) second, to
the extent that the number of securities to be included pursuant to clause (i) of this Section 2.03(b) is less than the Section 2.03(b)
Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis
among all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback
rights pursuant to Section 2.02(a), based on the aggregate number of Registrable Securities then owned by each such Holder requesting
inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion, up to the ‎Section
2.03(b) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and
(ii) of this Section 2.03(b) is less than the ‎Section 2.03(b) Sale Number, the remaining securities to be included
in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that Piggyback Shares be included in
such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares
then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting
inclusion, up to the ‎Section 2.03(b) Sale Number.


 






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(c) If any registration pursuant
to Section 2.02 involves an underwritten offering that was initially requested by any Person(s) (other than a Holder) to whom the Company
has granted registration rights which are not inconsistent with the rights granted in, and do not otherwise conflict with the terms of,
this Agreement and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten
offering exceeds the largest number of securities (the “Section 2.03(c) Sale Number”) that can be sold in an orderly
manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:


 


(i) first, the
shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s) requesting the
registration and all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise
of piggyback rights pursuant to Section 2.02(a), based on the aggregate number of securities or Registrable Securities, as applicable,
then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities,
as applicable, owned by all such Persons and Holders requesting inclusion, up to the ‎Section 2.03(c) Sale Number; and


 


(ii) second, to
the extent that the number of securities to be included pursuant to clause (i) of this Section 2.03(c) is less than the ‎Section
2.03(c) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated on a pro rata basis among
all Persons requesting that Piggyback Shares be included in such underwritten offering pursuant to the exercise of Additional Piggyback
Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate
number of Piggyback Shares owned by all Persons requesting inclusion, up to the ‎Section 2.03(c) Sale Number; and (iii) third,
to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.03(c) is less than
the ‎Section 2.03(c)Sale Number, any equity securities that the Company proposes to register for its own account, up
to the ‎Section 2.03(c) Sale Number.


 


(d) If, as a result of the
proration provisions set forth in clauses (a), (b) or (c) of this Section 2.03, any Holder shall not be entitled to include all Registrable
Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s
request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested
to be included; provided, however, that (x) such request must be made in writing prior to the earlier of such Holder’s
execution of the underwriting agreement or such Holder’s execution of the custody agreement with respect to such registration and
(y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer
have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of
the Registrable Securities so withdrawn or reduced.


 






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Section 2.04. Registration
Procedures. If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of and/or
participate in any offering or sale of any Registrable Securities under the Securities Act as provided in this Agreement (or use reasonable
best efforts to accomplish the same), the Company shall, as expeditiously as possible:


 


(a) prepare and file all
filings with the SEC and FINRA required for the consummation of the offering, including preparing and filing with the SEC a registration
statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended
method of disposition thereof, which registration form (i) shall be selected by the Company (except as provided for in a Demand Registration
Request) and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling
Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable
registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable
best efforts to cause such registration statement to become effective and remain continuously effective for such period as required by
this Agreement (provided, however, that as far in advance as reasonably practicable before filing a registration statement
or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws
of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to the Holders participating in the planned
offering and to the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents
will be subject to their reasonable review and reasonable comment and the Company shall not file any registration statement or amendment
thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to which the Initiating Holders, the Majority
Participating Holders or the underwriters, if any, shall reasonably object); provided, however, that, notwithstanding the
foregoing, in no event shall the Company be required to file any document with the SEC which in the view of the Company or its counsel
contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any
statement therein not misleading;


 


(b) (i) prepare and
file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and such
free writing prospectuses and Exchange Act reports as may be necessary to keep such registration statement continuously effective for
such period as required by this Agreement and to comply with the provisions of the Securities Act with respect to the sale or other disposition
of all Registrable Securities covered by such registration statement, and any prospectus so supplemented to be filed pursuant to Rule 424
under the Securities Act, in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration
statement and (ii) provide notice to such sellers of Registrable Securities and the Manager, if any, of the Company’s reasonable
determination that a post-effective amendment to a registration statement would be appropriate;


 






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(c) furnish, without charge,
to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such number of copies
of such registration statement, each amendment and supplement thereto (in each case including all exhibits), the prospectus included in
such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424
under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements
of the Securities Act, and other documents, as such seller and underwriter may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all
applicable laws of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary
prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);


 


(d) use its reasonable best
efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or state
“blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, shall
reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable such
sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions (including keeping such
registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the
Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would not, but for the requirements
of this paragraph (d), be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general
service of process in any such jurisdiction;


 


(e) promptly notify each
Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the
prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing
prospectus has been filed with the SEC and, with respect to the registration statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration
statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending
the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities
or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence
of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related
thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed
at the time of sale to any purchaser containing an untrue statement of a material fact or omitting to state a material fact required to
be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties
contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease
to be true and correct in all material respects (unless otherwise qualified by materiality in which case such representations and warranties
shall cease to be true and correct in all respects); and, if the notification relates to an event described in clause (v), unless
the Company has declared that a Postponement Period exists, the Company shall promptly prepare and furnish to each such seller and each
underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made
not misleading;


 






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(f) comply (and continue
to comply) with all applicable rules and regulations of the SEC (including maintaining disclosure controls and procedures (as defined
in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in
accordance with the Exchange Act), and make generally available to its security holders (including by way of filings with the SEC), as
soon as reasonably practicable after the effective date of the registration statement, an earnings statement (which need not be audited)
covering the period of at least twelve (12) consecutive months beginning with the first day of the Company’s first calendar quarter
after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder;


 


(g) (i) (A) use
its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal
securities exchange on which similar securities issued by the Company are then listed, if the listing of such Registrable Securities is
then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, use its reasonable best efforts
to either cause all such Registrable Securities to be listed on a national securities exchange or to secure designation of all such Registrable
Securities as a New York Stock Exchange “national market system security” within the meaning of Rule 11Aa2-1 of the Exchange
Act or, failing that, secure New York Stock Exchange authorization for such shares and, without limiting the generality of the foregoing,
take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing
underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply
(and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including all corporate
governance requirements;


 


(h) cause its senior management,
officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the registration statement
and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions, due diligence sessions
and rating agency presentations) taking into account the Company’s reasonable business needs;


 






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(i) provide and cause to
be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than
the effective date of such registration statement and, in the case of any secondary equity offering, provide and enter into any reasonable
agreements with a custodian for the Registrable Securities;


 


(j) enter into such customary
agreements (including, if applicable, an underwriting agreement) and take such other actions as the Initiating Holder or the Majority
Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable
Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be
parties to any such underwriting agreement and may, at their option, require that the Company make for the benefit of such Holders the
representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);


 


(k) use its reasonable best
efforts (i) to obtain opinions from the Company’s counsel, including local and/or regulatory counsel, and a “comfort”
letter and updates thereof from the independent public accountants who have certified the financial statements of the Company (and/or
any other financial statements) included or incorporated by reference in such registration statement, in each case, in customary form
and covering such matters as are customarily covered by such opinions and “comfort” letters (including, in the case of such
“comfort” letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public
offerings, which opinions and letters shall be dated the dates such opinions and “comfort” letters are customarily dated and
otherwise reasonably satisfactory to the underwriters, if any, and (ii) furnish to each Participating Holder and to each underwriter,
if any, a copy of such opinions and letters addressed to such underwriter;


 


(l) deliver promptly to counsel
for the Majority Participating Holders and to each managing underwriter, if any, copies of all correspondence between the SEC and the
Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration
statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection
by counsel for the Majority Participating Holders, by counsel for any underwriter participating in any disposition to be effected pursuant
to such registration statement and by any attorney, accountant or other agent retained by the Majority Participating Holders or any such
underwriter, during regular business hours, all pertinent financial and other records, pertinent corporate documents and properties of
the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by
any such counsel for the Majority Participating Holders, counsel for an underwriter, attorney, accountant or agent in connection with
such registration statement;


 


(m) use its reasonable best
efforts to prevent the issuance or obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement,
or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in each
case, as promptly as reasonably practicable;


 






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(n) provide a CUSIP number
for all Registrable Securities, not later than the effective date of the registration statement;


 


(o) use its reasonable best
efforts to make available its senior management for participation in “road shows” and other marketing efforts and otherwise
provide reasonable assistance to the underwriters (taking into account the Company’s reasonable business needs and the requirements
of the marketing process) in the marketing of Registrable Securities in any underwritten offering;


 


(p) promptly prior to the
filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing
or confidential submission of such registration statement), and prior to the filing or use of any free writing prospectus, provide copies
of such document to counsel for the Majority Participating Holders and to each managing underwriter, if any, and make the Company’s
representatives reasonably available for discussion of such document and make such changes in such document concerning the information
regarding the Participating Holders contained therein prior to the filing thereof as counsel for the Majority Participating Holders or
underwriters may reasonably request (provided, however, that, notwithstanding the foregoing, in no event shall the Company
be required to file or confidentially submit any document with the SEC which in the view of the Company or its counsel contains an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein
not misleading);


 


(q) furnish to counsel for
the Majority Participating Holders and to each managing underwriter, without charge, upon request, at least one conformed copy of the
registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents
incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus and
any summary prospectus), any other prospectus and prospectus supplement filed under Rule 424 under the Securities Act and all exhibits
(including those incorporated by reference) and any free writing prospectus utilized in connection therewith;


 


(r) cooperate with the Participating
Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive
legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and
registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior to any sale of Registrable
Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at
least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities
to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities registered on a Shelf Registration
Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable Securities not bearing any restrictive
legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow such Registrable Securities
to be sold from time to time);


 






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(s) include in any prospectus
or prospectus supplement if requested by any managing underwriter updated financial or business information for the Company’s most
recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the
offering in the view of the managing underwriter;


 


(t) take no direct or indirect
action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is
applicable to the Company, the Company will use its reasonable best efforts to make any such prohibition inapplicable;


 


(u) use its reasonable best
efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the Participating Holders or the underwriters, if any, to consummate
the disposition of such Registrable Securities;


 


(v) take all such other commercially
reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;


 


(w) take all reasonable action
to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.01 or 2.02 complies in all
material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained
in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus
supplement and related documents, will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


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


 


(y) to the extent required
by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter; and


 


(z) use reasonable best efforts
to cooperate with the managing underwriters, Participating Holders, any indemnitee of the Company and their respective counsel in connection
with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with
FINRA, NYSE, or any other national securities exchange on which the shares of Class A Common Stock are listed.


 






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To the extent the Company
is a WKSI at the time any Demand Registration Request is submitted to the Company, the Company shall file an automatic shelf registration
statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3
which covers those Registrable Securities which are requested to be registered. If the Company does not pay the filing fee covering the
Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time
or times as the Registrable Securities are to be sold in compliance with the SEC rules. If the automatic shelf registration statement
has been outstanding for at least three (3) years, at or prior to the end of the third year the Company shall refile a new automatic shelf
registration statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status
the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to refile the shelf registration statement
on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period which
such registration statement is required to be kept effective.


 


If the Company files any shelf
registration statement for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request
that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that it shall include in such registration
statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders
in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added
to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.


 


The Company may require as
a condition precedent to the Company’s obligations under this Section 2.04 that each Participating Holder as to which any registration
is being effected (i) furnish the Company such information regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request (including as required under state securities laws), provided that such information is
necessary for the Company to consummate such registration and shall be used only in connection with such registration and (ii) provide
any underwriters participating in the distribution of such securities such information as the underwriters may request and execute and
deliver any agreements, certificates or other documents as the underwriters may request.


 


Each Holder of Registrable
Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of
paragraph (e) of this Section 2.04, such Holder will discontinue such Holder’s disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by paragraph (e) of this Section 2.04 and, if so directed by the Company, will deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus
covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any
such notice, the applicable period mentioned in paragraph (b) of this Section 2.04 shall be extended by the number of days during such
period from and including the date of the giving of such notice to and including the date when each Participating Holder covered by such
registration statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this
Section 2.04.


 






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The Company agrees not to
file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement
to the prospectus, or any free writing prospectus, which amendment refers to any Holder covered thereby by name, or otherwise identifies
such Holder, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless such disclosure is required
by law, in which case the Company shall provide written notice to such Holders no less than five (5) Business Days prior to the filing.


 


Section 2.05. Registration
Expenses. (a) The Company shall pay all Expenses with respect to any registration or offering of Registrable Securities pursuant to
Article 2, whether or not a registration statement becomes effective or the offering is consummated.


 


(b) Notwithstanding the foregoing,
(x) the provisions of this Section 2.05 shall be deemed amended to the extent necessary to cause these expense provisions to comply
with state “blue sky” laws of each state in which the offering is made and (y) in connection with any underwritten offering
hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer taxes, if any, attributable
to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance with the number
of shares sold in the offering by such Participating Holder.


 


Section 2.06. Certain Limitations
on Registration Rights. In the case of any registration under Section 2.01 involving an underwritten offering, or, in the case of
a registration under Section 2.02, if the Company has determined to enter into an underwriting agreement in connection therewith, all
securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate
in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein
and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which
must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions
hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s
securities.


 






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Section 2.07. Limitations
on Sale or Distribution of Other Securities. (a) Each Holder agrees, to the extent requested by the Manager of any underwritten public
offering pursuant to a registration or offering effected pursuant to Section 2.01 (including any Shelf Underwriting pursuant to Section
2.01) or Section 2.02 (including any offering effected by the Company for its own account ), not to sell, transfer or otherwise dispose
of, including any sale pursuant to Rule 144, any Class A Common Stock or Class A Common Stock Equivalents (other than as part of
such underwritten public offering) during the time period reasonably requested by the Manager, not to exceed the period from seven days
prior to the pricing date of such offering until ninety (90) days after the pricing date of such offering or such shorter period as the
Manager, the Company or any executive officer or director of the Company shall agree to and subject to customary carve-outs and exceptions.


 


(b) The Company hereby agrees
that, in connection with an offering pursuant to Section 2.01 (including any Shelf Underwriting pursuant to Section 2.01(e)) or 2.02,
the Company shall not sell, transfer, or otherwise dispose of, any Class A Common Stock or Class A Common Stock Equivalent (other than
as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which
is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Class
A Common Stock Equivalent), until a period from seven days prior to the pricing date of such offering until ninety (90) days after the
pricing date of such offering or such shorter period as the Manager, the Company or any executive officer or director of the Company shall
agree to and subject to customary carve-outs and exceptions.


 


Section 2.08. No Required
Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable
Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in
any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration
statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to applicable lock-up
restrictions) even if such shares are already included on an effective registration statement.


 






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Section 2.09. Indemnification.
(a) In the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Article
2, the Company will (without limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest
extent permitted by law, each Participating Holder, its directors, officers, employees, stockholders, members, general and limited partners,
agents, affiliates, representatives, successors and assigns (and the directors, officers, employees, stockholders, members, general and
limited partners, agents, affiliates, representatives, successors and assigns thereof), each other Person who participates as a seller
(and its directors, officers, employees, stockholders, members, general and limited partners, agents, affiliates, representatives, successors
and assigns), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director,
employee, stockholder, managing director, agent, affiliate, representative, successor, assign or partner of such underwriter or Qualified
Independent Underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) such seller or any such underwriter or Qualified Independent Underwriter and each director, officer, employee, stockholder,
managing director, agent, affiliate, representative, successor, assign or partner of such controlling Person, from and against any and
all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including
reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be
unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect
thereof (collectively, “Claims”), insofar as such Claims arise out of, are based upon, relate to or are in connection
with (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which
such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the
documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material
fact in the information conveyed by the Company or any underwriter to any purchaser at the time of the sale to such purchaser, or the
omission or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company
of any federal, state or common law rule or regulation applicable to the Company and relating to any action required of or inaction by
the Company in connection with any such offering of Registrable Securities, and the Company will reimburse any such indemnified party
for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim
as such expenses are incurred; provided, however, that the Company shall not be liable to any such indemnified party in
any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact
or omission or alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto or in
any such prospectus or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and
reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified
party and shall survive the transfer of such securities by such seller.


 






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(b) Each Participating Holder
shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a)
of this Section 2.09) to the extent permitted by law the Company, its officers and its directors, each Person controlling the Company
within the meaning of the Securities Act and all other prospective sellers and their directors, officers, stockholders, fiduciaries, managing
directors, agents, affiliates, representatives, successors, assigns or general and limited partners and respective controlling Persons
with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material
fact from, such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement
thereto, or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on
behalf of such Participating Holder specifically for use therein, and each such Participating Holder shall reimburse such indemnified
party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such Claim as such expenses are incurred; provided, however, that the aggregate amount which any such Participating Holder
shall be required to pay pursuant to this Section 2.09 (including pursuant to indemnity, contribution or otherwise) shall in no case be
greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant
to the registration statement giving rise to such Claim; provided, further, that such Participating Holder shall not be
liable in any such case to the extent that prior to the filing or confidential submission of any such registration statement or prospectus
or amendment thereof or supplement thereto, or any free writing prospectus utilized in connection therewith, such Participating Holder
has furnished in writing to the Company information expressly 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.
The Company and each Participating Holder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Participating
Holders to the contrary, for all purposes of this Agreement, 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 Participating Holder and its
Affiliates and (ii) the name and address of such Participating Holder. If any additional information about such Holder or the plan
of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Holder shall
not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity and reimbursement of expenses
shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive
the transfer of such securities by such Holder.


 


(c) Indemnification similar
to that specified in the preceding paragraphs (a) and (b) of this Section 2.09 (with appropriate modifications) shall be given by
the Company and each Participating Holder with respect to any required registration or other qualification of securities under any applicable
securities and state “blue sky” laws.


 






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(d) Any Person entitled to
indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding
with respect to which a claim for indemnification may be made pursuant to this Section 2.09, but the failure of any indemnified party
to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.09,
except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party
from any liability which it may have to any indemnified party otherwise than under this Section 2.09. In case any action or proceeding
is brought against an indemnified party and such indemnified party shall have notified the indemnifying party of the commencement thereof
(as required above), the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside
counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties exists in respect of such Claim,
to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent that it chooses, with counsel
reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses,
the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if
the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days
after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified
party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded
that there may be one or more legal or equitable defenses available to such indemnified party which are not available to the indemnifying
party or which may conflict with or be different from those available to another indemnified party with respect to such Claim; or (iii) if
representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then,
in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more
than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably
shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be liable for any expenses
therefor. No indemnifying party shall be liable for any settlement of any proceeding effected without its written consent (which consent
shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, such
indemnifying party agrees to indemnify each indemnified party from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault or culpability, by or
on behalf of any indemnified party.


 






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(e) If for any reason the
foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.09(a),
(b) or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result
of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified
party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence
is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party
and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and
equitable if any contribution pursuant to this Section 2.09(e) were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.09(e).
The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (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. Notwithstanding anything in this Section 2.09(e) to the contrary, no indemnifying party (other than the
Company) shall be required pursuant to this Section 2.09(e) to contribute any amount greater than the amount of the net proceeds received
by such indemnifying party from the sale of Registrable Securities pursuant to the registration statement giving rise to such Claim, less
the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.09(b) and (c). In addition, no Holder
of Registrable Securities or any Affiliate thereof shall be required to pay any amount under this Section 2.09(e) unless such Person or
entity would have been required to pay an amount pursuant to Section 2.09(b) if it had been applicable in accordance with its terms.


 


(f) The indemnity and contribution
agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted
by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.


 


(g) The indemnification and
contribution required by this Section 2.09 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


Section 2.10. No Inconsistent
Agreements. The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent in any material
respects with the rights granted to the Holders in this Agreement.


 






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Article
3

Underwritten Offerings


 


Section 3.01. Requested
Underwritten Offerings. If requested by the underwriters for any underwritten offering pursuant to a registration requested under
Section 2.01, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall
(i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms
not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements
on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including indemnities and contribution
agreements on substantially the same terms as those contained herein or as otherwise customary for the lead underwriter. Every Participating
Holder shall be a party to such underwriting agreement. Each Participating Holder shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including
representations, warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information
specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution;
and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution
or otherwise shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable
Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically
provided by such Holder for use in the registration statement and prospectus.


 


Section 3.02. Piggyback Underwritten
Offerings. In the case of a registration pursuant to Section 2.02, if the Company shall have determined to enter into an underwriting
agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration
shall be subject to such underwriting agreement. Each such Participating Holder shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations,
warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided
by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of
such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount
of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement
and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the
registration statement and prospectus.


 


Article
4

General


 


Section 4.01. Adjustments
Affecting Registrable Securities. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to
the Registrable Securities, to any and all shares of capital stock of the Company, any successor or assign of the Company (whether by
merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary or parent company of the Company which may be issued
in respect of, in exchange for or in substitution of, Registrable Securities and shall be appropriately adjusted for any stock dividends,
splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.


 






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Section 4.02. Rule 144.
The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file
the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under
Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Securities Act, as
such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144,
or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144, or any similar rule or regulation hereafter adopted
by the SEC. Upon the request of any Holder of Registrable Securities, the Company will promptly deliver to such Holder a written statement
as to whether it has complied with such requirements.


 


Section 4.03. Nominees
for Beneficial Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof
may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder
or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting
Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement); provided,
however, that the Company shall have received evidence reasonably satisfactory to it of such beneficial ownership.


 


Section 4.04. Amendments
and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or any Holder unless such modification, amendment or waiver is approved in writing by the Company and the
Holders holding a majority of the Registrable Securities then held by all Holders; provided that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a Holder of Registrable Securities,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether
or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof or of any other or future exercise of any such right, power or privilege.


 






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Section 4.05. Notices.
All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given (i) if personally delivered, on the date of delivery, (ii) if delivered by
express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier
service, (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5th) Business Day following the
date of such deposit, (iv) if delivered by facsimile transmission, upon confirmation of successful transmission, (x) on the
date of such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the recipient party on a Business
Day, and (y) on the next Business Day following the date of transmission, if such transmission is completed after 5:00 p.m., local
time of the recipient party, or is transmitted on a day that is not a Business Day, or (v) if via e-mail communication, on the date
of delivery. All notices, demands and other communications hereunder shall be delivered as set forth below and to any subsequent holder
of Stock subject to this Agreement at such address as indicated by the Company’s records, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice:


 


if to the Company, to:


 


Isos Acquisition Corporation


55 Post Road W, Suite 200


Westport, CT 06880


Attn: Winston Meade


Email: wmeade@isoscap.com


 


with a copy to:


Hughes Hubbard & Reed LLP


One Battery Park Plaza


New York NY 10004


		Attn:	Anson B. Frelinghuysen



		Email:	anson.frelinghuysen@hugheshubard.com


 


if to any Holder, to the address set
forth opposite the name of such Holder on the signature pages hereto or such other address indicated in the records of the Company.


 


Section 4.06. Successors
and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether
so expressed or not. This Agreement may not be assigned by the Company without the prior written consent of the Holders. No Holder shall
have the right to assign all or part of its or his rights and obligations under this Agreement to any Person without the consent of the
Company (not to be unreasonably withheld or delayed) unless such Person duly executes and delivers to the Company a Joinder Agreement.
Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned
to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee.
If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject to all of the terms, and entitled
to all the benefits, of this Agreement. Additional Persons may become parties to this Agreement as Holders with the consent of the Company
(not to be unreasonably withheld or delayed), by executing and delivering to the Company the Joinder Agreement.


 






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Section 4.07. Termination.
(a) The obligations of the Company and a Holder under this Agreement, in each case solely with respect to such Holder, will terminate
upon the earlier of:


 


(i) the date on
which such Holder no longer holds any Registrable Securities; or


 


(ii) the later
of (A) the date on which such Holder no longer beneficially owns at least 1% of the then outstanding Class A Common Stock or Class A Common
Stock Equivalents, and such Holder (notwithstanding any beneficial ownership of Class A Common Stock or Class A Common Stock Equivalents
by such Holder) is not an Affiliate of the Company and (B) the date on which such the Holder is eligible to sell its Registrable Securities
pursuant to Rule 144 (without limitation as to volume or manner of sale).


 


(b) This Agreement shall
terminate on the date that is ten (10) years from date hereof.


 


(c) Notwithstanding clauses
(a) and (b) above, Section 2.05, Section 2.09, Section 4.09 and Section 4.13 shall survive termination of this Agreement.


 


Section 4.08. Entire Agreement.
This Agreement and the other documents referred to herein or delivered pursuant hereto which form part hereof constitute the entire agreement
and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.


 


Section 4.09. Governing
Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement will be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to the principles of conflict of laws thereof.


 


(b) Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against
any of the parties in the United States District Court for the Southern District of New York or any New York state court located in New
York, New York, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate
courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.


 






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Section 4.10. Interpretation;
Construction. (a) The table of contents and headings in this Agreement are for convenience of reference only, do not constitute part
of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement
is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”


 


(b) The parties have participated
jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


Section 4.11. Counterparts.
This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each
of which shall be an original, but all of which together shall constitute one and the same agreement.


 


Section 4.12. Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.


 


Section 4.13. Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of
this Agreement by any party hereto and, accordingly, that this Agreement shall be specifically enforceable, in addition to any other remedy
to which such injured party is entitled at law or in equity, and that any breach of this Agreement shall be the proper subject of a temporary
or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy
at law for such breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at law or
equity and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties under
this Agreement were not carried out in accordance with the terms and conditions hereof. Each party further agrees that no party shall
be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtain any remedy referred
to in this Section 4.13, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any
such bond or similar instrument.


 






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Section 4.14. Further Assurances.
Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 4.15. Confidentiality.
Each Holder agrees that any non-public information which they may receive relating to the Company and its Subsidiaries (the “Confidential
Information”) will be held strictly confidential and will not be disclosed by it to any Person without the express written permission
of the Company; provided, however, that the Confidential Information may be disclosed (i) in the event of any compulsory legal process
or compliance with any applicable law, subpoena or other legal process, as required by an administrative requirement, order, decree or
the rules of any relevant stock exchange or in connection with any filings that the Holder may be required to make with any regulatory
authority; provided, however, that in the event of compulsory legal process, unless prohibited by applicable law or that process, each
Holder agrees (A) to give the Company prompt notice thereof and to cooperate with the Company in securing a protective order in the event
of compulsory disclosure and (B) that any disclosure made pursuant to public filings will be subject to the prior reasonable review of
the Company, (ii) to any foreign or domestic governmental or quasi-governmental regulatory authority, including any stock exchange
or other self-regulatory organization having jurisdiction over such party, (iii) to each Holder’s or its Affiliate’s,
officers, directors, employees, partners, accountants, lawyers and other professional advisors for use relating solely to management of
the investment or administrative purposes with respect to such Holder and (iv) to a proposed transferee of securities of the Company
held by a Holder; provided, however, that the Holder informs the proposed transferee of the confidential nature of the information and
the proposed transferee agrees in writing to comply with the restrictions in this Section 4.15 and delivers a copy of such writing to
the Company.


 


Section 4.16. Opt-Out Requests.
Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public
offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this
Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder
(an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and
other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder
to the extent that the Company or such other Holders reasonably expect would result in a Holder 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 Holder 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 Holder to issue and revoke subsequent Opt-Out Requests; provided
that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection
with any such Opt-Out Requests.


 


Section 4.17. Original
Registration Rights Agreement. The Sponsor hereby agrees that upon effectiveness of this Agreement by the Sponsor, the Original Registration
Rights Agreement shall be automatically terminated and superseded in its entirety by this Agreement.


 


Section 4.18. Effectiveness;
Termination of Business Combination Agreement. This Agreement shall take effect immediately, and without any further action by any
Person, upon the Closing. This Agreement shall automatically terminate upon a termination of the Business Combination Agreement prior
to the Closing in accordance with its terms.


 


[Remainder of Page Intentionally Left Blank]


 




    33


     

    

 


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


 


	 	THE COMPANY:
	 	 
	 	ISOS ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Amended and Registration Rights
Agreement]


 




     


     

    

 


	 	HOLDERS
	 	 
	 	A-B PARENT LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	COBALT RECREATION LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	 
	 	Name: Brett I. Parker


 


[Signature Page to Amended and Registration Rights
Agreement]


 




     


     

    

 


Exhibit A


 


JOINDER AGREEMENT


 


This Joinder Agreement (this
“Joinder Agreement”) is made as of [          ], by [and among [            ]
(the “Transferring Holder”) and] [          ] (the “New
Holder”), in accordance with that certain Amended and Restated Registration Rights Agreement, dated as of July 1, 2021 (as amended
from time to time, the “Agreement”), by and among Isos Acquisition Corporation (the “Company”) and
the other Holders party thereto.


 


WHEREAS, the Agreement
requires the New Holder to become a party to the Agreement by executing this Joinder Agreement, and upon the New Holder signing this Joinder
Agreement, the Agreement will be deemed to be amended to include the New Holder as a Holder thereunder;


 


NOW, THEREFORE, in
consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


Section 1. Party to the
Agreement. By execution of this Joinder Agreement, as of the date hereof the New Holder is hereby made a party to the Agreement as
a Holder. The New Holder hereby agrees to become a party to the Agreement and to be bound by, and subject to, all of the representations,
covenants, terms and conditions of the Agreement in the same manner as if the New Holder were an original signatory to the Agreement.
Execution and delivery of this Joinder Agreement by the New Holder shall also constitute execution and delivery by the New Holder of the
Agreement, without further action of any party.


 


Section 2. Defined Terms.
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement unless otherwise noted.


 


Section 3. Representations
and Warranties of the New Holder.


 


3.1. Authorization. The
New Holder has all requisite power and authority and has taken all action necessary in order to duly and validly approve the New Holder’s
execution and delivery of, and performance of its obligations under, this Joinder Agreement. This Joinder Agreement has been duly executed
and delivered by the New Holder and constitutes a legal, valid and binding agreement of the New Holder, enforceable against the New Holder
in accordance with its terms.


 


3.2. No Conflict. The
New Holder is not under any obligation or restriction, nor shall it assume any such obligation or restriction, that does or would materially
interfere or conflict with the performance of its obligations under this Joinder Agreement.


 






    Exhibit A-1


     

    

 


Section 4. Further Assurances.
The parties agree to execute and deliver any further instruments or perform any acts which are or may become necessary to effectuate the
purposes of this Joinder Agreement.


 


Section 5. Governing Law.
This Joinder Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect
to the principles of conflict of laws thereof.


 


Section 6. Counterparts.
This Joinder Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory
instrument.


 


Section 7. Entire Agreement.
This Joinder Agreement and the Agreement contain the entire understanding, whether oral or written, of the parties hereto with respect
to the matters covered hereby. Any amendment or change in this Joinder Agreement shall not be valid unless made in writing and signed
by each of the parties hereto.


 


[Signature pages follow]


 




    Exhibit A-2


     

    

 


Exhibit A


 


IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned parties have executed this Joinder Agreement as of the date first above written.


 


	 	[TRANSFERRING HOLDER]
	 	 
	 	[_____]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	NEW HOLDER
	 	 
	 	[_____]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	NEW HOLDER
	 	 
	 	[_____]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Notice Address: [_____________________]
	 	[_____]
	 	[_____]
	 	Attn: [                   ]
	 	Facsimile: [       ]


 


Accepted and Agreed to as of

the date first written above:


 


	COMPANY	 
	 	 
	[NEW BOWLERO]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


Exhibit A-3