Exhibit 10.4

      

      

      Registration Rights Agreement

      

      

      This Registration Rights Agreement (this “Agreement”),
        dated as of [●], 2021, is made and entered into by and among Jackson Acquisition Company, a Delaware corporation (the “Company”), RJ Healthcare
        SPAC, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature page hereto
        (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

      

      

      RECITALS

      

      

      WHEREAS, the Company and the
        Sponsor have entered into that certain Securities Subscription Agreement (the “Founder Shares Purchase Agreement”), dated as of March 8, 2021,
        pursuant to which the Sponsor purchased an aggregate of 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class
          B Common Stock”);

      

      

      WHEREAS, in March 2021, the
        Sponsor transferred 50,000 of such shares of Class B Common Stock to David A. Perdue, Jr., 25,000 of such shares of Class B Common Stock to each of Marilyn B. Tavenner and Carlos A. Migoya, and 15,000 of such shares of Class B Common Stock to
        Douglas B. Kline;

      

      

      WHEREAS, on November [_], 2021,
        the Sponsor surrendered 2,875,000 shares of Class B Common Stock for no consideration, thereby reducing the aggregate number of shares of Class B Common Stock outstanding to 5,750,000 shares (the “Founder Shares”) and reducing the aggregate number of Founder Shares owned by the Sponsor to 5,635,000 shares;

      

      

      WHEREAS, of the 5,750,000 Founder
        Shares outstanding, up to 750,000 are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in connection with the Company’s initial public offering (the “over-allotment option”) is exercised;

      

      

      WHEREAS, the Founder Shares are
        convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), on the terms and conditions
        provided in the Company’s amended and restated certificate of incorporation;

      

      

      WHEREAS, on [●], 2021, the Company
        and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the “Sponsor Warrants Purchase Agreement”), pursuant to which the
        Sponsor agreed to purchase an aggregate of 9,560,000 warrants (or up to 10,610,000 warrants if the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction to close simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant
        entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 (subject to adjustment);

      

      

      WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor, any
          affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may, at the option of the lender, be convertible into warrants (the “Working Capital Warrants” and, together
          with the Private Placement Warrants, the “Warrants”) at a price of $1.00 per Working Capital Warrant, each such Working Capital Warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 (subject to adjustment); and

      

      

      
        
          


      

      
      

      

       

      WHEREAS, the Company and the
        Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

      

      

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

      

      

      ARTICLE I

      DEFINITIONS

      

      

      1.1          Definitions.  The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

      

      

      “Adverse Disclosure” shall mean
        any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer, the President or the principal financial officer of the Company, after consultation with counsel to the Company,
        (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
        the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration
        Statement were not being filed or Prospectus were not being used, and (iii) the Company has a bona fide business purpose for not making such information public.

      

      

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

      

      

      “Board” shall mean the Board of
        Directors of the Company.

      

      

      “Business Combination” shall mean
        any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

      

      

      “Business Day” means any day,
        other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

      

      

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

      

      

      “Commission” shall mean the
        Securities and Exchange Commission.

      

      

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

      

      

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

      

      

      “Demand Registration” shall have
        the meaning given in subsection 2.1.1.

      

      

      “Demanding Holder” shall have the
        meaning given in subsection 2.1.1.

      

      

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

      

      

      “Form S-1” shall have the meaning
        given in subsection 2.1.1.

      

      

      “Form S-3” shall have the meaning
        given in subsection 2.3.1.

      

      

      
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      “Founder Shares” shall have the
        meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

      

      

      “Founder Shares Lock-up Period”
        shall mean, with respect to the Founder Shares (including, without limitation, any shares of Common Stock or other securities issued or issuable upon conversion thereof), the period beginning on and including the date of this Agreement and ending
        on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per
        share (as adjusted for stock splits, stock dividends, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
        initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to
        exchange their shares of Common Stock for cash, securities or other property.

      

      

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

      

      

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

      

      

      “Insider Letter” shall mean that
        certain letter agreement, dated as of [●], 2021, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees.

      

      

      “Maximum Number of Securities”
        shall have the meaning given in subsection 2.1.4.

      

      

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

      

      

      “Permitted Transferees” shall mean
        any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, pursuant to
        the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

      

      

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

      

      

      “Private Placement Lock-up Period”
        shall mean, with respect to Private Placement Warrants, Working Capital Warrants and any shares of Common Stock or other securities issued or issuable upon exercise thereof that are held by the initial purchasers of the Private Placement Warrants
        or the Working Capital Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

      

      

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

      

      

      “Prospectus” shall mean the
        prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

      

      

      “Public Shares” shall mean the
        shares of Common Stock sold as part of the units issued and sold by the Company in its initial public offering (whether they are purchased in such initial public offering or thereafter in the open market).

      

      

       “Public Stockholders” shall mean
        the holders of Public Shares, including the Sponsor and officers and directors of the Company to the extent they purchase Public Shares, provided that the status of the Sponsor or any officer or director of the Company as a “Public Stockholder”
        shall only exist so long as they own Public Shares.

      

      

      
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      “Registrable Security” shall mean
        (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement Warrants),
        (c) any outstanding shares of Common Stock or any other equity security (including, without limitation, the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of
        this Agreement, (d) Working Capital Warrants (including the shares of the Common Stock issued or issuable upon the exercise of any such Working Capital Warrants), and (e) any other equity security of the Company issued or issuable with respect to
        any of the securities described in the foregoing clauses (a) through (d) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as
        to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such
        securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
        further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities
        may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or
        through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

      

      

      “Registration” shall mean a
        registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
        becoming effective.

      

      

      “Registration Expenses” shall mean
        the out-of-pocket expenses of a Registration, including, without limitation, the following:

      

      

      (A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
        Authority, Inc.) and any securities exchange on which the Common Stock is then listed;

      

      

      (B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
        Underwriter(s) in connection with blue sky qualifications of Registrable Securities);

      

      

      (C) printing, messenger, telephone and delivery expenses;

      

      

      (D) reasonable fees and disbursements of counsel for the Company;

      

      

      (E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
        with such Registration; and

      

      

      (F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a
        Demand Registration to be registered for offer and sale in the applicable Registration.

      

      

      “Registration Statement” shall
        mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
        to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

      

      

      “Requesting Holder” shall have the
        meaning given in subsection 2.1.1.

      

      

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

      

      

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

      

      

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

      

      

      “Underwriter” shall mean a
        securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

      

      

      “Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to one or more Underwriters in a firm commitment
        underwriting for distribution to the public.

      

      

      “Warrant Agreement” shall mean the
        Warrant Agreement dated as of [●], 2021 between the Company and Continental Stock Transfer & Trust Company.

      

      

      “Working Capital Warrants” shall
        have the meaning given in the Recitals hereto.

      

      

      ARTICLE II

      REGISTRATIONS

      

      

      2.1          Demand Registration.

      

      

      2.1.1          Request for Registration.  Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the
          Company consummates the initial Business Combination, the Holders of at least thirty percent (30%) in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to
          be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).  The Company
          shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a
          portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company.  Upon receipt by the
          Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company
          shall effect, as soon thereafter as reasonably practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding
          Holders and Requesting Holders pursuant to such Demand Registration.  Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1
          with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered for resale on behalf of
          the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

      

      

      
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      2.1.2          Effective Registration.  Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand
          Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
          Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
          pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be
          deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter
          affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file
          another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

      

      

      2.1.3          Underwritten Offering.  Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the
          Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if
          any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the
          extent provided herein.  All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
          selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

      

      

      2.1.4          Reduction of Underwritten Offering.  If the managing Underwriter(s) in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises
          the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all
          other Common Stock or other equity securities that the Company desires to sell for its own account and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
          held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the
          distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the
          respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and
          Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can
          be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Common Stock or other equity securities that the Company desires
          to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common
          Stock or other equity securities of other persons or entities that the Company is obligated to register for resale in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding
          the Maximum Number of Securities.

      

      

      
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      2.1.5          Demand Registration Withdrawal.  A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting
          Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the
          Underwriter(s) (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
          Demand Registration.  Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for
          such offering (in which case such registration statement on Form S-3 shall be deemed to be a Registration of Registrable Securities for purposes of this Section 2.1 and, subject to satisfaction of the conditions set forth in subsections 2.1.1 and
          2.1.2, shall count as a Registration pursuant to a Demand Registration under this Section 2.1, and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
          prior to its withdrawal under this subsection 2.1.5.

      

      

      2.2          Piggyback Registration.

      

      

      2.2.1          Piggyback Rights.  If, at any time on or after the date the Company consummates its initial Business Combination, the Company proposes to file a Registration
          Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
          of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit
          plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the
          Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which
          notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, in such offering, and (B) offer to all of the
          Holders of Registrable Securities the opportunity to register the resale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).  The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and
          shall use its best efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the
          same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.  All
          such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
          Offering by the Company.

      

      

      
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      2.2.2          Reduction of Piggyback Registration.  If the managing Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration, in good faith,
          advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i) the Common Stock,
          if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration
          has been requested pursuant Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds
          the Maximum Number of Securities, then:

      

      

      (a)          If the
          Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities that the Company desires to sell for its own account, which can be sold without
          exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register the resale
          of their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the
          foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the
          Maximum Number of Securities;

      

      

      (b)          If the
          Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such
          requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
          foregoing clause (A), the Registrable Securities of Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has
          requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of
          Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell for its own account, which can
          be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the
          account of other persons or entities that the Company is obligated to register for resale pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

      

      

      2.2.3          Piggyback Registration Withdrawal.  Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason
          whatsoever upon written notification to the Company and the Underwriter(s) (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with
          respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering).  The Company (whether on
          its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback
          Registration at any time prior to the effectiveness of such Registration Statement.  Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the
          Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

      

      

      
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      2.2.4          Unlimited Piggyback Registration Rights.  For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a
          Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

      

      

      2.3          Shelf Registration.

      

      

      2.3.1          The
          Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of
          any or all of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”),
          or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”)
          shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder; provided that the Company shall not be obligated to effect an
          Underwritten Offering pursuant to a Shelf or this Section 2.3. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give
          written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration
          shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of
          such written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of
          any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that
          the Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such
          Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall
          prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities
          Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as
          soon as reasonably practicable after the Company is eligible to use Form S-3.

      

      

      2.3.2          If
          any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably
          practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly
          as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities included on such Shelf, and pursuant to any method or combination of methods legally
          available to, and requested by, any Holder; provided that the Company shall not be obligated to effect an Underwritten Offering pursuant to a Subsequent Shelf Registration or this Section 2.3. If a Subsequent Shelf Registration is filed, the
          Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent
          Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration
          shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not
          registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
          option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as reasonably practicable after such filing and such Shelf or Subsequent Shelf Registration shall
          be subject to the terms hereof; provided, however, the Company
          shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.

      

      

      
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      2.4          Restrictions on Registration Rights.  If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of,
          and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to
          subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the
          Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result that
          it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it
          would be materially detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement.  In such event, (i) with respect to (B) and (C)
          the Company shall have the right to defer such filing for a period of not more than thirty (30) days and (ii) with respect to (A), the Company shall have the right to defer such filing for a period ending on the date that is 120 days after the
          effective date of the Company initiated Registration; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.  Notwithstanding anything to the contrary contained in this Agreement,
          the Company shall not be required to effect or permit any Registration, or cause any Registration Statement filed under the Securities Act to become effective, with respect to any Registrable Securities owned by any Holder until after the
          expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, and the 180-day lock-up period set forth in Section 3 of the Insider Letter.

      

      

      ARTICLE III

      COMPANY PROCEDURES

      

      

      3.1          General Procedures.  If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable
          Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as
          expeditiously as possible:

      

      

      3.1.1          prepare
          and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective
          until all Registrable Securities covered by such Registration Statement have been sold;

      

      

      3.1.2          prepare
          and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority in interest of the Holders with Registrable
          Securities registered for resale on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the
          Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in
          such Registration Statement or supplement to the Prospectus;

      

      

      3.1.3          prior
          to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s), if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal
          counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus
          included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriter(s) and the Holders of Registrable Securities included in such Registration or the legal counsel for any such
          Underwriter(s) or Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

      

      

      
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      3.1.4          prior
          to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
          as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
          Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable
          the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do
          business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

      

      

      3.1.5          cause
          all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

      

      

      3.1.6          provide
          a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

      

      

      3.1.7          advise
          each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or
          threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

      

      

      3.1.8          at
          least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

      

      

      3.1.9          notify
          the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
          then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

      

      

      3.1.10          permit
          a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s) to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause
          the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that, if requested by the
          Company, such representatives or Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

      

      

      3.1.11          obtain
          a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
          managing Underwriter(s) may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

      

      

      3.1.12          on
          the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent
          or sales agent, if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, placement agent, sales agent, or Underwriter may
          reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

      

      

      
        11

        
          


      

      

      

       

      3.1.13          in
          the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter(s) of such offering;

      

      

      3.1.14          make
          available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
          the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

      

      

      3.1.15          if
          the Registration involves the Registration of the resale of the Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary
          “road show” presentations that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and

      

      

      3.1.16          otherwise,
          in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, in connection with such Registration.

      

      

      3.2          Registration Expenses.  The Registration Expenses of all Registrations shall be borne by the Company.  It is acknowledged by the Holders that the Holders shall bear all
          incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
          all reasonable fees and expenses of any legal counsel representing the Holders.

      

      

      3.3          Requirements for Participation in Underwritten Offerings.  No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration
          initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers
          of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

      

      

      3.4          Suspension of Sales; Adverse Disclosure.  Upon receipt of written notice from the Company that a Registration Statement, Prospectus or preliminary Prospectus contains a
          Misstatement, each of the Holders shall forthwith discontinue the offering or disposition of Registrable Securities pursuant to such Registration Statement, Prospectus or preliminary Prospectus, as the case may be, until it has received copies of
          a supplemented or amended Prospectus or preliminary Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of
          such notice), or until it is advised in writing by the Company that the use of the Prospectus or preliminary Prospectus may be resumed.  If the filing, initial effectiveness or continued use of a Registration Statement, Prospectus or preliminary
          Prospectus in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement, Prospectus or preliminary Prospectus of financial statements that are
          unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement,
          Prospectus or preliminary Prospectus for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose.  In the event the Company exercises its rights under the
          preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus or preliminary Prospectus relating to any Registration in connection with any sale or offer to sell
          Registrable Securities.  The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

      

      

      
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      3.5          Reporting Obligations.  As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants
          to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly
          furnish the Holders with true and complete copies of all such filings.  The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder
          to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
          by the Commission), including providing any legal opinions.  Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

      

      

      ARTICLE IV

      INDEMNIFICATION AND CONTRIBUTION

      

      

      4.1          Indemnification.

      

      

      4.1.1          The
          Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees, agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses,
          claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any 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, except insofar as the same are
          caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein.  The Company shall indemnify the Underwriter(s), their officers, employees and directors and each person who controls any such
          Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

      

      

      4.1.2          In
          connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
          with any such Registration Statement, preliminary Prospectus or Prospectus and shall indemnify the Company, its directors, officers, employees and agents and each person who controls the Company (within the meaning of the Securities Act) against
          any losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) 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 or alleged untrue statement or omission is caused by or contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the
          obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
          such Holder from the sale of Registrable Securities pursuant to such Registration Statement.  The Holders of Registrable Securities shall indemnify the Underwriter(s), their officers, employees, directors and each person who controls any such
          Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

      

      

      
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      4.1.3          Any
          person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
          right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
          parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party shall not be
          subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld).  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim
          shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may
          exist between such indemnified party and any other of such indemnified parties with respect to such claim.  No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any
          settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the
          giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

      

      

      4.1.4          The
          indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and
          shall survive the transfer of securities.  The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party
          in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

      

      

      4.1.5          If
          the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
          the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is
          appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and indemnified party shall be determined by
          reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by,
          such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any
          Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.  The amount paid or payable by a party as a result of the losses or other liabilities
          referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2, and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
          or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the
          equitable considerations referred to in this subsection 4.1.5.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from
          any person who was not guilty of such fraudulent misrepresentation.

      

      

      
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      ARTICLE V

      MISCELLANEOUS

      

      

      5.1          Notices.  Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage
          prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile.  Each
          notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which
          it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or
          at such time as delivery is refused by the addressee upon presentation.  Any notice or communication under this Agreement must be addressed, if to the Company, to: Jackson Acquisition Company, 2655 Northwinds Parkway, Alpharetta, GA, 30009,
          Attention: Richard L. Jackson, President and Chief Executive Officer, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records.  Any party may change its address for notice at any time
          and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) calendar days after delivery of such notice as provided in this Section 5.1.

      

      

      5.2          Assignment; No Third-Party Beneficiaries.

      

      

      5.2.1          This
          Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

      

      

      5.2.2          Prior
          to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
          connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to be bound by the transfer restrictions set forth in this Agreement and the Insider Letter, and in the
          Sponsor Warrant Purchase Agreement (if the Registrable Securities being transferred are Private Placements Warrants) and in the Warrant Agreement (if the Registrable Securities being transferred are Warrants), as the case may be, or in any other
          applicable agreement or instrument.

      

      

      5.2.3          This
          Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

      

      

      5.2.4          This
          Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

      

      

      5.2.5          No
          assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section
          5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this
          Agreement) and the written agreement required by subsection 5.2.2.  Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

      

      

      
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      5.3          Counterparts.  This Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such
          counterparts shall together constitute but one and the same instrument. The words “executed”, “execution,” “signed,” “signature,” and words of like import in this Agreement or in any certificate, agreement or document related to this Agreement
          shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) but shall not include (nor shall this Agreement be executed by means of)
          electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of signatures transmitted electronically and electronic records (including, without limitation, any contract or other record created, generated, sent,
          communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
          law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
          Electronic Transactions Act or the Uniform Commercial Code.

      

      

      5.4          Governing Law; Venue.  NOTWITHSTANDING THE PLACE WHERE THIS
            AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO
            AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

      

      

      5.5          Amendments and Modifications.  Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question,
          compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any
          amendment hereto or waiver hereof that adversely affects any Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
          require the consent of the Holder so affected.  No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this
          Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.  No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
          rights or remedies hereunder or thereunder by such party.

      

      

      5.6          Other Registration Rights.  The Company represents and warrants that, as of the date hereof, no person, other than a Holder of Registrable Securities, has any right to require
          the Company to register the offer, sale or resale of any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of
          any other person.  Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions with respect to the Registrable Securities and in the event of a
          conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

      

      

      5.7          Term.  This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.  The provisions of Section 3.5 and
          Article IV shall survive any termination.

      

      

      [SIGNATURE PAGES FOLLOW]

      

      

      
        16

        
          


      

      

      

       

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

      

      

      	 	
              COMPANY:

            
	 	 	 
	 	
              JACKSON ACQUISITION COMPANY,

            
	 	
              a Delaware corporation

            
	 	 	 
	 	
              By:

            	
              

              

            
	 	 	
              Name: Richard L. Jackson

            
	 	 	
              Title: President and Chief Executive Officer

            
	 	 	 
	 	
              HOLDERS:

            
	 	 	 
	 	
              RJ HEALTHCARE SPAC, LLC,

            
	 	
              a Delaware limited liability company

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name: Richard L. Jackson

            
	 	 	
              Title: Managing Member

            
	 	 	 
	 	 
	 	
              Douglas B. Kline

            
	 	 	 
	 	 
	 	
              Carlos A. Migoya

            
	 	 	 
	 	 
	 	
              David A. Perdue

            
	 	 	 
	 	 
	 	
              Marilyn B. Tavenner

            


      

      

      

      

      [Signature Page to Registration Rights Agreement]