Exhibit 10.3



 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of [    ], 2021 by and among Milan Laser Inc., a
Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto
as of the date hereof (such Persons, collectively, the “Original Equity Owner Parties”).


 


RECITALS


 


WHEREAS, the Corporation
is contemplating an offer and sale of its shares of Class A common stock, par value $0.01 per share (the “Class A
Common Stock” and such shares, the “Shares”), to the public in an underwritten initial public
offering (the “IPO”);


 


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


 


WHEREAS, immediately prior
to the consummation of the issuance of Common Units by the Company to the Corporation, the Original Equity Owner Parties and certain
other Persons that hold equity interests in the Company are the sole members of the Company (the Original Equity Owner Parties, together
with such other Persons, the “Original Equity Owners”);


 


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


 


WHEREAS, in connection with
the closing of the IPO, (i) the Corporation will become the sole managing member of the Company, (ii) under the LLC Agreement,
the equity interests held by the Original Equity Owners prior to such time will be recapitalized as Common Units (as defined in the LLC
Agreement, the “Common Units”) of the Company, (iii) the Person identified on the Schedule of Holders
attached hereto as a “Former Equity Owner” (such Persons, the “Former Equity Owner”) will receive
its shares of Class C Common Stock pursuant to a merger transaction with the Corporation, (iv) each Person identified on the
Schedule of Holders attached hereto as a “Continuing Equity Owner Party” (such Persons, collectively, the “Continuing
Equity Owner Parties”) will become non-managing members of the Company, but otherwise continue to hold Common Units in
the Company (such persons, collectively, the “Continuing Equity Owners”) and will receive an equal number of
shares of Class B Common Stock of the Corporation as the number of Common Units held by such Continuing Equity Owner, and (v) in
consideration of the Corporation acquiring the Common Units and becoming the managing member of the Company and for other good consideration,
the Company has provided the Continuing Equity Owners with a redemption right pursuant to which the Continuing Equity Owners can redeem
their Common Units for, at the Corporation’s option, newly-issued shares of shares of Class C Common Stock on a one-for-one
basis or cash, in each case, on the terms set forth in the LLC Agreement;


 






    	 	 	 



     


    

 


WHEREAS, pursuant to the
Corporation’s amended and restated certificate of incorporation, shares of Class C Common Stock will, upon a transfer or sale
to any person other than a Permitted Transferee (as defined therein), automatically convert to shares of Class A Common Stock; and


 


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


 


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


 


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


 


“Acquired
Common” has the meaning set forth in Section 9.


 


“Additional
Holder” has the meaning set forth in Section 9.


 


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


 


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


 


“Automatic
Shelf Registration Statement” has the meaning set forth in Section 2(a).


 


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


 


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


 


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


 


“Class B
Common Stock” means the Corporation’s Class B stock, par value $0.01 per share.


 






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“Class C
Common Stock” means the Corporation’s Class C stock, par value $0.01 per share.


 


“Co-founders”
means Abram Schumacher, M.D. and Shikhar Saxena, M.D.


 


“Co-founder Entities”
means the Co-founders and their Affiliates.


 


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


 


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


 


“Continuing
Equity Owner Parties” has the meaning set forth in the recitals, and shall be deemed to include their Permitted
Transferees, as defined in the Corporation’s amended and restated certificate of incorporation.


 


“Continuing
Equity Owners” has the meaning set forth in the recitals.


 


“Controlling
Holder” means each of the Controlling Holders as identified on the Schedule of Holders, so long as such Holders
continue to hold Registrable Securities, but shall not include such Controlling Holder’s Permitted Transferees (but shall include
a Co-founder’s estate) unless otherwise agreed pursuant to Section 9 hereof.


 


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


 


“Demand
Registrations” has the meaning set forth in Section 2(a).


 


“End
of Suspension Notice” has the meaning set forth in Section 2(f)(ii).


 


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


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Former
Equity Owners” has the meaning set forth in the recitals, and shall be deemed to include their Permitted Transferees,
as defined in the Corporation’s amended and restated certificate of incorporation.


 


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


 


“Holder”
means any Person that is a party to this Agreement from time to time, as set forth on the signature pages hereto.


 


“Holder
Indemnified Parties” has the meaning set forth in Section 7(a).


 


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


 


“Joinder”
has the meaning set forth in Section 9.


 






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“LGP”
means Leonard Green & Partners, L.P. and its Affiliates.


 


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


 


“Long-Form Registrations”
has the meaning set forth in Section 2(a).


 


“Majority of
the Registrable Securities” means, with respect to any group of Registrable Securities described in this Agreement, the
Holders of a majority of such group of Registrable Securities.


 


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


 


“Original
Equity Owner Parties” has the meaning set forth in the recitals.


 


“Original
Equity Owners” has the meaning set forth in the recitals.


 


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


 


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


 


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


 


“Registrable
Securities” means (i) any Class A Common Stock, that will exist upon conversion of such shares from shares
of Class C Common Stock that was (A) issued by the Corporation in connection with the IPO to the Former Equity Owners, (B) issued
by the Corporation in a Share Settlement in connection with (x) the redemption by the Company of Common Units owned by any Continuing
Equity Owner Parties or (y) at the election of the Corporation, in a direct exchange for Common Units owned by any Continuing Equity
Owner Party, in each case in accordance with the terms of the LLC Agreement, (ii) any Capital Stock of the Corporation or of any
Subsidiary of the Corporation issued or issuable with respect to the securities referred to in clause (i) above by way of dividend,
distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iii) any
other Shares owned, directly or indirectly, by Holders. As to any particular Registrable Securities owned by any Person other than Affiliates
of LGP or the Co-founder Entities, such securities shall cease to be Registrable Securities on the date such securities (a) have
been sold or distributed pursuant to a Public Offering, (b) have been sold in compliance with Rule 144 following the consummation
of the IPO, (c) have been repurchased by the Corporation or a Subsidiary of the Corporation or (d) may be disposed of pursuant
to Rule 144 in a single transaction without volume limitation or other restrictions on transfer thereunder. As to any particular
Registrable Securities owned by Affiliates of LGP or the Co-founder Entities, such securities shall cease to be Registrable Securities
(i) on the date such securities (a) have been sold or distributed pursuant to a Public Offering, (b) have been sold in
compliance with Rule 144 following the consummation of the IPO, (c) have been repurchased by the Corporation or a Subsidiary
of the Corporation or (ii) as of such date when LGP and its Affiliates, or the Co-founder Entities, as applicable, no longer hold
shares of the Corporation. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall
be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise
the rights of a holder of Registrable Securities hereunder; provided a holder of Registrable Securities may only request that
Registrable Securities in the form of Capital Stock of the Corporation that is registered or to be registered as a class under Section 12
of the Exchange Act be registered pursuant to this Agreement. For the avoidance of doubt, while Common Units, shares of Class B
Common Stock and/or shares of Class C Common Stock may constitute Registrable Securities, under no circumstances shall the Corporation
be obligated to register Common Units, shares of Class B Common Stock or shares of Class C Common Stock, and only Shares issuable
upon redemption, exchange or conversion of Common Units or Class C Common Stock will be registered.


 






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“Registration
Expenses” has the meaning set forth in Section 6(a).


 


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


 


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


 


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


 


“Share
Settlement” means “Share Settlement” as defined in the LLC Agreement.


 


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


 


“Shelf
Offering” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Offering Request” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Registrable Securities” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Registration” has the meaning set forth in Section 2(a).


 


“Shelf
Registration Statement” has the meaning set forth in Section 2(d)(i).


 


“Short-Form Registrations”
has the meaning set forth in Section 2(a).


 






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


 


“Suspension
Event” has the meaning set forth in Section 2(f)(ii).


 


“Suspension
Notice” has the meaning set forth in Section 2(f)(ii).


 


“Suspension
Period” has the meaning set forth in Section 2(f)(i).


 


“Underwritten
Offering” has the meaning set forth in Section 2(d)(ii).


 


“Violation”
has the meaning set forth in Section 7(a).


 


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


 


Section 2.         Demand
Registrations.


 


(a)             Requests
for Registration. Subject to the terms and conditions of this Agreement, each Controlling Holder may request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”),
and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on
Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided
that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration
under this Section 2(a) that will result in the imposition of a “lock-up” obligation on the Corporation
or the Controlling Holders; provided further that the Company shall not be obligated to file registration statements relating
to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of
the Registrable Securities proposed to be registered is at least $100 million (or, if less, such Registrable Securities represent all
Registrable Securities then held by the Controlling Holder requesting such registration). Controlling Holders shall have the right at
any time or from time to time to elect to sell pursuant to an underwritten offering (an “Underwritten Offering”),
whether pursuant to a Long-Form Registration, a Short-Form Registration or a Shelf Registration (as defined below). All registrations
requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.”
The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities
Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration
is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405
under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies,
upon receipt of the request for the Demand Registration, the Corporation shall keep the Holders reasonably apprised of all pertinent
aspects of any the related registration in order that they may have a reasonable opportunity to exercise their related piggyback rights
at least five days prior to the filing of the registration statement. Each Holder agrees that such Holder shall treat as confidential
the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration
without the prior written consent of the Corporation or until such time as the information contained therein is or becomes available
to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. Notwithstanding
the foregoing, the Corporation shall not be required to take any action that would not otherwise be required under this Section 2
or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.
If a demand has been made for a non-Shelf Registration or for an Underwritten Offering, no further demands may be made so long as the
related offering is still being pursued.


 






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(b)            Long-Form Registrations.
The Controlling Holders shall be entitled to request unlimited Long-Form Registrations in which the Corporation shall pay all Registration
Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated.


 


(c)            Short-Form Registrations.
In addition to the Long-Form Registrations described in Section 2(b), each Controlling Holder shall be entitled to request
an unlimited number of Short-Form Registrations in which the Corporation shall pay all Registration Expenses, regardless of whether
any registration statement is filed or any such Demand Registration is consummated. Demand Registrations shall be Short-Form Registrations
whenever the Corporation is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of
a Short-Form Registration. After the Corporation has become subject to the reporting requirements of the Exchange Act, the Corporation
shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities.


 


(d)            Shelf
Registrations.


 


(i)             Subject
to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a
request for a Shelf Registration from a Controlling Holder, the Corporation shall file with the Securities and Exchange Commission a
registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”).
The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities
Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause
such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders,
but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date
of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities
covered by such Shelf Registration Statement in existence. In order for any of the Original Equity Owner Parties to be named as a selling
securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder
that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation
S-K promulgated under the Securities Act. Upon the written request of a Controlling Holder at such time when the Corporation is not a
WKSI, the Corporation will file and seek the effectiveness of a post-effective amendment to an existing Shelf Registration Statement
in order to register up to the number of Shares previously taken down off of such shelf and not yet “reloaded” onto such
Shelf Registration Statement. If at the time of such request the Corporation is a WKSI, such Shelf Registration Statement may, at the
request of such Controlling Holder, cover an unspecified number of Shares to be sold by the Corporation and the Holders. In the case
of a Shelf Registration Statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with
respect to resales by transferee Holders.


 






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(ii)             Controlling
Holders shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an Underwritten Offering)
Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”),
so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection
therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant
to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling
Holder. The applicable Holders shall make such election by delivering to the Corporation a written request (a “Shelf Offering
Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant
to such offering (the “Shelf Offering”). In the case of a Shelf Offering that is an Underwritten Offering,
the Corporation shall keep the Holders reasonably apprised of all pertinent aspects of any the related registration in order that they
may have a reasonable opportunity to exercise their related piggyback rights (in any event, at least five days prior to the filing of
the registration statement or, if applicable, the prospectus supplement relating to the Shelf Offering). The Corporation, subject to
Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities
of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall
specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) at least five days prior to the filing
of the registration statement or, if applicable, the prospectus supplement relating to the Shelf Offering. The Corporation shall, as
expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall
treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf
Offering Notice without the prior written consent of the Corporation or until such time as the information contained therein is or becomes
available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. Any shelf
registration filed by the Corporation covering Shares (whether pursuant to a Controlling Holder demand or at the initiative of the Company)
will cover Shares held by each of the Controlling Holders (regardless of whether they demanded the filing of such shelf or not) up to
an equivalent percentage of their original respective holdings as may be agreed upon by the demanding Controlling Holders.


 


(iii)            Notwithstanding
the foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Offering,
the Holder shall deliver to the Corporation a Shelf Offering Request no later than two Business Days prior to the expected date of the
sale of such Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Corporation shall file
and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable.


 






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(iv)           Notwithstanding
the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either
through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then
notwithstanding the foregoing time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two Business
Days prior to the day such offering is to commence (unless a longer period is agreed to by Holders representing a Majority of the Registrable
Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such other
Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to
commence) (unless a longer period is agreed to by the requesting Controlling Holder wishing to engage in the underwritten block trade)
and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as
early as two Business Days after the date it commences); provided that Holders wishing to engage in the underwritten block trade
shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to
facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade.


 


(v)            The
Corporation shall, at the request of Controlling Holders covered by a 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 such Holders to effect such
Shelf Offering.


 


(e)            Priority
on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering any securities
that are not Registrable Securities without the prior written consent of Holders representing a Majority of the Registrable Securities
(and if LGP participates in such offering, the prior written consent of LGP, and if any Co-founder Entity participates in such offering,
the prior written consent of the Co-founder Entities) included in such registration or offering. If a Demand Registration or a Shelf
Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number
of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number
of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed
offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as
applicable, (i) first, the Registrable Securities of Holders requested to be included in such registration which, in the opinion
of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of Registrable
Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, (ii) second,
other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such
adverse effect, and (iii) third, securities the Corporation requested to be included in such registration for its own account which,
in the opinion of the underwriters, can be sold without any such adverse effect. Alternatively, if the number of Registrable Securities
which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor
provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are
not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration
Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount
of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.


 






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(f)             Restrictions
on Demand Registration and Shelf Offerings.


 


(i)             The
Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement
for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (but not
more than one hundred and twenty (120) days during any three hundred and sixty-five (365) day period) from the date of the Suspension
Notice (as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”)
by providing written notice to the Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the
Corporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities
would reasonably be expected to have a material adverse effect on any proposal or plan by the Corporation or any Subsidiary to engage
in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation,
tender offer, recapitalization, reorganization or other transaction involving the Corporation or any Subsidiary, (B) upon advice
of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of MNPI not otherwise
required to be disclosed under applicable law, and (C) either (x) the Corporation has a bona fide business purpose for preserving
the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Corporation or
the Corporation’s ability to consummate such transaction; provided that in such event, the Holders shall be entitled to
withdraw such request for a Demand Registration or underwritten Shelf Offering and the Corporation shall pay all Registration Expenses
in connection with such Demand Registration or Shelf Offering. The Corporation may delay a Demand Registration hereunder only once in
any twelve-month period, except with the consent of each Controlling Holder. The Corporation also may extend the Suspension Period with
the consent of each Controlling Holder.


 


(ii)            In
the case of an event that causes the Corporation to suspend the use of a Shelf Registration Statement as set forth in paragraph (f)(i) above
or pursuant to applicable subsections of Section 5(a)(vi) (a “Suspension Event”), the Corporation
shall give a notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension
Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice
and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. If the basis of such suspension
is nondisclosure of MNPI, the Corporation shall not be required to disclose the subject matter of such MNPI to Holders. A Holder shall
not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after
it has received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice (as defined below). Each
Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information
contained in such Suspension Notice without the prior written consent of the Corporation or until such time as the information contained
therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of
this Agreement. Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or
such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Corporation,
which End of Suspension Notice shall be given by the Corporation to the Holders and their counsel, if any, promptly following the conclusion
of any Suspension Event; provided that in no event shall an End of Suspension Notice be given after the end of the Suspension
Period unless with the consent of each Controlling Holder.


 






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(iii)            Notwithstanding
any provision herein to the contrary, if the Corporation gives a Suspension Notice with respect to any Shelf Registration Statement pursuant
to this Section 2(f), the Corporation agrees that it shall (A) extend the period of time during which such Shelf Registration
Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by
the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice, and (B) provide
copies of any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that
such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration
Statement.


 


(g)            Selection
of Underwriters. Controlling Holder(s) initiating any Demand Registration representing a Majority of the Registrable Securities
included in such Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer the
offering (including assignment of titles) and will also be entitled to select counsel for the Selling Holders (which may be the same
as counsel for the Corporation); provided, if LGP or any Co-founder Entities participate in such offering, each of (i) LGP and (ii) the
Co-founder Entities has the right to select its own counsel in connection with such offering, as applicable if participating in such
offering (which may be the same as counsel for the Corporation or as counsel for the Selling Holders).


 


(h)            Other
Registration Rights. The Corporation represents and warrants that it is not a party to, or otherwise subject to, any other agreement
granting registration rights to any other Person with respect to any securities of the Corporation. Except as provided in this Agreement,
the Corporation shall not grant to any Persons the right to request the Corporation or any Subsidiary to register any Capital Stock of
the Corporation or of any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without
the prior written consent of each Controlling Holder.


 






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Section 3.     Piggyback
Registrations.


 


(a)            Right
to Piggyback. Following the IPO, whenever the Corporation proposes to register any of its securities under the Securities Act (other
than (i) pursuant to a Demand Registration, (ii) in connection with registrations on Form S-4 or S-8 promulgated by the
Securities and Exchange Commission or any successor or similar forms, (iii) where the offering is a bona fide offering of securities
other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares or (iv) a registration
on any form that does not include substantially the same information as would be required to be included in a registration statement
covering the sale of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities
(a “Piggyback Registration”), the Corporation shall give written notice as soon as practicable to all Holders
who hold Registrable Securities of its intention to effect such Piggyback Registration and, subject to the terms of Section 3(c),
shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related
underwriting) all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein before
5:00 pm, New York City time, on the fifth trading day (unless such transaction is an Underwritten Offering, in which case such notice
will be required the trading day prior) prior to (i) if applicable, the date on which the preliminary prospectus intended to be
used in connection with pre-effective marketing efforts for the relevant offering is expected to be finalized, and (ii) in any case,
the date on which the pricing of the relevant offering is expected to occur.


 


(b)          Piggyback
Expenses. All expenses incurred in connection with any registration statement or registered offering covering Shares held by Holders,
including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel (provided that
the Corporation shall only be responsible for the fees and disbursements of one outside counsel for all of the Holders, as well as the
fees and disbursements of each counsel to (i) LGP or (ii) the Co-founder Entities as provided in Section 2(g) and
Section 3(d)) and of the independent certified public accountants, and the expense of qualifying such Shares under state blue sky
laws, shall be paid by the Corporation in all Piggyback Registrations, whether or not any such registration became effective.


 


(c)            Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the
managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price,
timing or method of distribution of the offering, the Corporation shall include in such registration (i) first, the securities the
Corporation proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the
opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable
Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third,
other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such
adverse effect.


 


(d)         Selection
of Underwriters. If (i) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration
statement or through a shelf takedown are being sold by the Corporation for its own account and (ii) such offering was initiated
by the Corporation and not by any Controlling Holder, the Corporation will be entitled to determine the plan of distribution and select
the managing underwriters for such offering; provided, if LGP or any Co-founder Entities participate in such offering, each of (i) LGP
and (ii) the Co-founder Entities has the right to select its own counsel in connection with such offering, as applicable if participating
in such offering(which may be the same as counsel for the Corporation or as counsel for the Selling Holders). Otherwise, the Holders
representing a Majority of the Registrable Securities participating in such Underwritten Offering shall have the right to select the
investment banker(s) and manager(s) to administer the offering relating to such Shelf Offering (including assignment of titles)
and will also be entitled to select counsel for the Selling Holders (which may be the same as counsel for the Corporation); provided,
if LGP or any Co-founder Entities participate in such offering, each of (i) LGP and (ii) the Co-founder Entities has the right
to select its own counsel in connection with such offering, as applicable if participating in such offering(which may be the same as
counsel for the Corporation or as counsel for the Selling Holders).


 






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(e)         Right
to Terminate Registration. The Corporation shall have the right to terminate or withdraw any registration initiated by it under this
Section 3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of
such withdrawn registration shall be borne by the Corporation in accordance with Section 6.


 


Section 4.     Lock-Up
Agreements. In connection with any Underwritten Offering, the Corporation and each participating Holder hereby agree to be bound
by the underwriting agreement’s lockup restrictions (which must apply, and continue to apply, in like manner to all of them) that
are agreed to (a) by the Corporation, if a majority of the Shares being sold in such offering are being sold for its account, (b) by
Holders representing a Majority of the Registrable Securities, if a majority of the Shares being sold in such offering are being sold
by Controlling Holders, as applicable, and (c) if the underwriting agreement’s lockup restrictions are not in a form substantially
similar to the restrictions in the IPO (except with respect to any shorter lockup restrictions), (A) if LGP participates in such
offering, by LGP and (B) if any Co-founder Entity participates in such offering, by the Co-founder Entities; provided, however,
that in no event shall such lockup restrictions last more than 90 days.


 


Section 5.     Registration
Procedures.


 


(a)         Whenever
the Holders have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering,
(x) such Holders shall, if applicable, cause (with the cooperation of the Corporation) such Registrable Securities to be exchanged
or converted, as applicable, into shares of Class A Common Stock in accordance with the terms of the LLC Agreement prior to sale
of such Registrable Securities and (y) the Corporation shall use its reasonable best efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Corporation
shall as expeditiously as possible:


 


(i)            in
accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities
and Exchange Commission (subject to the availability of required financial information) a registration statement, and all amendments
and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to
cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments
or supplements thereto, the Corporation shall furnish to the counsel selected by the Controlling Holder(s) initiating a Demand Registration
(and/or each counsel selected by LGP or the Co-founder Entities, as applicable) or, in all other cases, the Holders representing a Majority
of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents
shall be subject to the review and comment of such counsel (and/or to the review and comment of each counsel selected by LGP or the Co-founder
Entities, as applicable));


 






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(ii)            notify
each holder of Registrable Securities of (A) the issuance by the Securities and Exchange Commission of any stop order suspending
the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Corporation
or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose and (C) the effectiveness of each registration
statement filed hereunder;


 


(iii)            prepare
and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities
covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof
set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities
Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for
the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter
or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration
statement;


 


(iv)            furnish
to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus
and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such seller;


 


(v)               use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Corporation
shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this subparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation
in any such jurisdiction);


 






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(vi)            notify
each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration
statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to
a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue
sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Securities and
Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information and
(C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading, and, subject to Section 2(f), at the request of any
such seller, the Corporation shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary
to make the statements therein not misleading;


 


(vii)          use
reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities
issued by the Corporation are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality
of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA;


 


(viii)          use
reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of
such registration statement;


 


(ix)            enter
into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the
Holders representing a Majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split, combination
of shares, recapitalization or reorganization);


 


(x)            make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent
corporate and business documents and properties of the Corporation as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Corporation’s officers, directors, employees, agents, representatives and independent accountants
to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such
registration statement;


 


(xi)         take
all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration
hereunder 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,
shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;


 






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(xii)         otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;


 


(xiii)            to
the extent that a Holder, in its sole and exclusive judgment, might be deemed to be an underwriter of any Registrable Securities or a
controlling person of the Corporation, permit such Holder to participate in the preparation of such registration or comparable statement
and allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Corporation, which in the
reasonable judgment of such Holder and its counsel should be included;


 


(xiv)            in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any Class A Common Stock included in such registration
statement for sale in any jurisdiction, use reasonable efforts promptly to obtain the withdrawal of such order;


 


(xv)            use
its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of
such Registrable Securities;


 


(xvi)            cooperate
with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the
registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter,
or agent, if any, or such Holders may request;


 


(xvii)          cooperate
with each Holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition
of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(xviii)          in
the case of any underwritten Public Offering, use its reasonable best efforts to make available the executive officers of the Corporation
to participate with the Holders of Registrable Securities covered by the registration statement and any underwriters in any “road
shows” or other selling efforts that may be reasonably requested by the Holders in connection with the methods of distribution
for the Registrable Securities;


 






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(xix)               in
the case of any underwritten Public Offering, use its reasonable best efforts to obtain one or more cold comfort letters from the Corporation’s
independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as
the Holders representing a Majority of the Registrable Securities being sold reasonably request;


 


(xx)            in
the case of any underwritten Public Offering, use its reasonable best efforts to provide a legal opinion of the Corporation’s outside
counsel, dated the closing date of the Public Offering, in customary form and covering such matters of the type customarily covered by
legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities being
sold;


 


(xxi)            if
the Corporation files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts
to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during
which such Automatic Shelf Registration Statement is required to remain effective;


 


(xxii)            if
the Corporation does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement
is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and


 


(xxiii)              if
the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, file
a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Corporation is required
to re-evaluate its WKSI status the Corporation determines that it is not a WKSI, use its reasonable 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 during which such registration statement is required to be kept effective.


 


(b)         Any
officer of the Corporation who is a Holder agrees that if and for so long as he or she is employed by the Corporation or any Subsidiary
thereof, he or she shall participate fully in the sale process in a manner customary and reasonable for persons in like positions and
consistent with his or her other duties with the Corporation and in accordance with applicable law, including the preparation of the
registration statement and the preparation and presentation of any road shows.


 


(c)         The
Corporation may require each Holder requesting, or electing to participate in, any registration to furnish the Corporation such information
regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request
in writing.


 


(d)         If
the Original Equity Owner Parties or any of their respective Affiliates seek to effectuate an in-kind distribution of all or part of
their respective Registrable Securities to their respective direct or indirect equityholders, the Corporation shall, subject to any applicable
lock-ups, work with the foregoing persons to facilitate such in-kind distribution in the manner reasonably requested and such distributees
shall have the right to become a party to this Agreement by the joinder in the form of Exhibit A hereto and thereby have all of
the rights of such Original Equity Owner Parties under this Agreement, other than the Demand Registration rights of a Controlling Holder.


 






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Section 6.     Registration
Expenses.


 


(a)            The
Corporation’s Obligation. All expenses incident to the Corporation’s performance of or compliance with this Agreement
(including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue
sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel
for the Corporation and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions)
and other Persons retained by the Corporation) (all such expenses being herein called “Registration Expenses”),
shall be borne as provided in this Agreement, except that the Corporation shall, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered
on each securities exchange on which similar securities issued by the Corporation are then listed. Each Person that sells securities
pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable
to the securities sold for such Person’s account.


 


(b)            Counsel
Fees and Disbursements. In connection with each Demand Registration, each Piggyback Registration and each Shelf Offering, the Corporation
shall reimburse the Holders of Registrable Securities included in such registration for the reasonable fees and disbursements of not
more than one law firm for all Selling Holders (in addition to each law firm for each of LGP, if participating in such registration,
and the Co-founder Entities, if participating in such registration, as provided in Section 2(g) or Section 3(d)).


 


Section 7.     Indemnification
and Contribution.


 


(a)              By
the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s
officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each
Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”)
against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced
or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related
to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any
untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus
or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication
(in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation
or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities
covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the
Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder
applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration,
qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation
shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue
statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary
prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity
with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein
or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same.
In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each
Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to
the indemnification of the Holder Indemnified Parties.


 






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(b)            By
Each Holder. In connection with any registration statement in which a Holder is participating, each such Holder shall furnish to
the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law, shall indemnify the Corporation, its officers, directors, managers,
employees, agents and representatives, and each Person who controls the Corporation (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained
in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder;
provided that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to
the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement.


 


(c)            Claim
Procedure. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of
any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s
right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by
the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). Except as otherwise
provided in this Agreement, an indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have
a right to retain one separate counsel, chosen by the Holders representing a Majority of the Registrable Securities included in the registration
by such Holders that are conflicted indemnified parties, at the expense of the indemnifying party.


 






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(d)            Contribution.
If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to,
or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability
or action referred to herein, then the indemnifying party shall contribute to the amounts paid or payable by such indemnified party as
a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in
such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount
of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal
to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration.
The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution
pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation that
does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(t) of the Securities Act) shall be entitled to contribution
from any Person who is not guilty of such fraudulent misrepresentation.


 


(e)            Release.
No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation. Notwithstanding anything to the contrary in this Section 7,
an indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability, or action if such
settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld, conditioned or delayed.


 


(f)            Non-exclusive
Remedy; Survival. The indemnification and contribution provided for under this Agreement shall be in addition to any other rights
to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of
such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.


 






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Section 8.     Underwritten
Registrations.


 


(a)            Participation.
No Person may participate in any Public Offering hereunder which is underwritten unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such
arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters;
provided that no Holder shall be required to sell more than the number of Registrable Securities such Holder has requested to include)
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements
and other documents required under the terms of such underwriting arrangements. Each Holder shall execute and deliver such other agreements
as may be reasonably requested by the Corporation and the lead managing underwriter(s) that are consistent with such Holder’s
obligations under Section 4, Section 5 and this Section 8(a) or that are necessary to give further
effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this
Section 8(a), the respective rights and obligations created under such agreement shall supersede the respective rights and
obligations of the Holders, the Corporation and the underwriters created pursuant to this Section 8(a).


 


(b)            Price
and Underwriting Discounts. In the case of an underwritten Demand Registration or Underwritten Takedown requested by the Holders
pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the
Registrable Securities shall be determined by the Holders representing a Majority of the Registrable Securities included in such underwritten
offering.


 


(c)          Suspended
Distributions. Each Person that is participating in any registration under this Agreement, upon receipt of any notice from the Corporation
of the happening of any event of the kind described in Section 5(a)(vi)(B) or (C), shall immediately discontinue
the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies
of a supplemented or amended prospectus as contemplated by Section 5(a)(vi). In the event the Corporation has given any such
notice, the applicable time period set forth in Section 5(a)(iii) during which a Registration Statement is to remain
effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant
to this Section 8(c) to and including the date when each seller of Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5(a)(vi).


 


Section 9.     Additional
Parties; Joinder. Subject to the prior written consent of each Controlling Holder, the Corporation may make any Person who acquires
Class A Common Stock, Class C Common Stock, or rights to acquire Class A Common Stock from the Corporation after the date
hereof (including without limitation any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional
Holder”) and to succeed to all of the rights and obligations of a Holder (or if so agreed by all Controlling Holders, the
rights and obligations of a Controlling Holder), under this Agreement by obtaining an executed joinder to this Agreement from such Additional
Holder in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder
by such Additional Holder, the Class A Common Stock (or shares of Class A Common Stock to be issued upon the conversion of
the undersigned’s shares of Class C Common Stock) of the Corporation acquired by such Additional Holder or issuable upon redemption
or exchange of Common Units acquired by such Additional Holder (the “Acquired Common”) shall be Registrable
Securities to the extent provided herein, such Additional Holder shall be a Holder under this Agreement with respect to the Acquired
Common, and the Corporation shall add such Additional Holder’s name and address to the Schedule of Holders and circulate such information
to the parties to this Agreement.


 






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Section 10.     Rule 144.
At all times after the Corporation has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements
of either the Securities Act or the Exchange Act, the Corporation shall file all reports required to be filed by it under the Securities
Act and the Exchange Act and shall take such further action as any Holder may reasonably request, including (i) instructing the
transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144
(to the extent such removal is permitted under Rule 144 and other applicable law), and (ii) cooperating with the Holder of
such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in
such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates
representing such securities, in such denominations and registered in such names as such Holder may request), all to the extent required
to enable the Holders to sell Registrable Securities pursuant to Rule 144. Upon request, the Corporation shall deliver to any Holder
a written statement as to whether it has complied with such requirements.


 


Section 11.     Subsidiary
Public Offering. If, after an initial Public Offering of the Capital Stock of one of its Subsidiaries (including the Company), the
Corporation distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Corporation pursuant
to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Corporation shall cause such Subsidiary to comply
with such Subsidiary’s obligations under this Agreement.


 


Section 12.     Transfer
of Registrable Securities. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to
the Corporation, (ii) a transfer by any Original Equity Owner Party or any of its Affiliates to its respective equityholders, (iii) a
Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with
a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation
of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a Joinder agreeing
to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision
of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of
such Registrable Securities as the owner thereof for any purpose.


 


Section 13.     MNPI
Provisions.


 


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


 






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(b)            Each
Holder agrees that it will maintain the confidentiality of such MNPI and, to the extent such Holder is not a natural person, such confidential
treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered
to such Holder (“Policies”); provided that a holder may deliver or disclose MNPI to (i) its directors,
officers, employees, agents, attorneys, affiliates and financial and other advisors (collectively, the “Representatives”),
but solely to the extent such disclosure reasonably relates to its evaluation of exercise of its rights under this Agreement and the
sale of any Registrable Securities in connection with the subject of the notice, (ii) any federal or state regulatory authority
having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with any law, rule, regulation or order
applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation
to which such Holder is a party; provided further, that in the case of clause (i), the recipients of such MNPI are subject
to the Policies or agree to hold confidential the MNPI in a manner substantially consistent with the terms of this Section 13
and that in the case of clauses (ii) through (v), such disclosure is required by law and such Holder shall promptly
notify the Corporation of such disclosure to the extent such Holder is legally permitted to give such notice.


 


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


 


Section 14.     General
Provisions.


 


(a)            Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified, terminated or waived
only with the prior written consent of the Corporation and each Controlling Holder; provided that no such amendment, modification,
termination or waiver that would materially and adversely affect a Holder in a manner materially different than any other Holder (provided
that the accession by Additional Holders to this Agreement pursuant to Section 9 shall not be deemed to adversely affect
any Holder), shall be effective against such Holder without the consent of such Holder that is materially and adversely affected thereby.
The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance
with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its
obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance
by that Person of the same or any other obligations of that Person under this Agreement.


 






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


 


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


 


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


 


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


 


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


 


Milan Laser Inc.

17645 Wright Street, Suite 300

Omaha, NE 68130

Attention:

General Counsel (jared.widseth@milanlaser.com)

Facsimile: (833) 887-0101


 






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With a copy to:


 


Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Greg Rodgers, Esq.

Facsimile: (212) 906-2918


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


* * * * *


 






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


 


	 	MILAN LASER INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


[Signature Page to Registration Rights
Agreement]


 






    	 	 	 



     


    

 


	 	[HOLDER]
	 	 
	 	By: [ ● ],
	 	its [ ● ]
	 	 
	 	By:
	 

                                                                     

	 	 
	 	 
	 	 
	 	 
	 	 
	 	Name:	          
	 	Title:	 	Authorized Person




 


[Signature Page to Registration Rights
Agreement]


 






    	 	 	 



     


    

 


SCHEDULE OF HOLDERS


 


	Holder	 	Controlling
    

Holder	 	Continuing
    Equity Owner Party/

    Former Equity Owner
	Green Equity Investors Side VII, L.P.*	 	Yes	 	Former Equity Owner
	Green Equity Investors VII, L.P.*	 	Yes	 	Continuing Equity Owner Party
	Milan Co-Invest, LLC*	 	Yes	 	Continuing Equity Owner Party
	Schumacher Milan Aggregator, LLC	 	Yes	 	Continuing Equity Owner Party
	Saxena Milan Aggregator, LLC	 	Yes	 	Continuing Equity Owner Party



 


* LGP Holder


 






    	 	 	 



     


    

 


 EXHIBIT A





 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


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


 


By executing and delivering this Joinder to the
Corporation, and upon acceptance hereof by the Corporation upon the execution of a counterpart hereof, the undersigned hereby agrees
to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a Holder of Registrable
Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
shares of Class A Common Stock (or shares of Class A Common Stock to be issued upon the conversion of the undersigned’s
shares of Class C Common Stock) shall be included as Registrable Securities under the Registration Rights Agreement to the extent
provided therein. The Corporation is directed to add the address below the undersigned’s signature on this Joinder to the Schedule
of Holders attached to the Registration Rights Agreement.


 


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


 


	 	Signature of Stockholder
	 	 
	 	 
	 	 
	 	Print Name of Stockholder
	 	 
	 	Its:
	 	 
	 	Address:




 


	Agreed and Accepted as of _______________, 20__	 
	 	 
	Milan Laser Inc.	 
	 	 
	 	 
	By:	                           	 
	Name:	 	 
	Its:	 




 


[Signature Page to Registration Rights
Agreement]