Exhibit 10.4


 


 Execution Copy


 


AMENDED AND RESTATED REGISTRATION RIGHTS AND
LOCK-UP AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS
AND LOCK-UP AGREEMENT (this “Agreement”), is made and entered into as of December 3, 2021 (the “Effective
Date”) by and among:


 


		i.	P3
Health Partners Inc. (f/k/a Foresight Acquisition Corp.), a Delaware corporation (the “Company”);
		ii.	Foresight
Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”);
		iii.	FA
Co-Investment LLC, a Delaware limited liability company (“FA Co-Investment” and together with the Sponsor,
the “Founders”); and
		iv.	the
undersigned parties listed under P3 Holders on the signature pages hereto (collectively, the “P3 Holders”)
and, together with the undersigned parties listed under Holders on the signature page hereto (each such party, together with the P3 Holders,
Founders, members of Founders, 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 Founders are
parties to that certain Registration Rights Agreement, dated as of February 9, 2021 (the “Prior Agreement”);


 


WHEREAS, the Company, FAC Merger LLC, a
Delaware limited liability company, and P3 Health Group Holdings, LLC, a Delaware limited liability company (“P3”),
are party to that certain Agreement and Plan of Merger, dated as of May 25, 2021 (the “Merger Agreement”);


 


WHEREAS, the Company, FAC-A Merger Sub
Corp., a Delaware corporation, FAC-B Merger Sub Corp., a Delaware corporation, CPF P3 Blocker-A, LLC, a Delaware limited liability company,
CPF P3 Blocker-B, LLC, a Delaware limited liability company, CPF P3 Splitter, LLC, a Delaware limited liability company, Chicago Pacific
Founders Fund-A, L.P., a Delaware limited partnership, and Chicago Pacific Founders Fund-B, L.P., a Delaware limited partnership, are
party to that certain Transaction and Combination Agreement, dated as of May 25, 2021 (the “Blocker Agreement”
and, together with the Merger Agreement, the “Transaction Agreements”);


 


WHEREAS, in connection with the closing
of the transactions (the “Transactions”) contemplated by the Transaction Agreements, the P3 Holders are receiving
shares of the Company’s Class V common stock, par value $0.0001 per share (the “Class V Common Stock”)
and/or shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)
on or about the date hereof;


 


WHEREAS, prior to the closing of the Transactions,
all shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) were
converted into shares of Common Stock, on a one-for-one basis;


 


WHEREAS, the Founders own 832,500 units
(the “Private Placement Units”), with each such unit consisting of one share of the Company’s Common Stock
and one-third of one redeemable warrant (each whole warrant, “Private Placement Warrant”), acquired in private
placement transactiona occurring in connection with the Company’s initial public offering, each Private Placement Warrant entitling
the holder to purchase one share of Common Stock at an exercise price of $11.50 per share; and


 


WHEREAS, in connection with the
consummation of the Transactions, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety
as set forth herein, and the parties hereto desire to enter into this Agreement, pursuant to which the
Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the
terms and conditions set forth in this Agreement.


 






    


     


    

 


NOW, THEREFORE, in consideration
of the mutual 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 or any 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, declared effective or used, as the case may
be, 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.


 


“Blocker Agreement”
shall have the meaning given in the Recitals hereto.


 


“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 Combination Securities”
shall mean the Common Stock and Class V Common Stock (including any Common Stock issued or issuable in an Exchange) received by P3 Holders
as consideration in the Transactions.


 


“Commission” shall mean
the U.S. Securities and Exchange Commission.


 


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


 


“Company” shall have
the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger consolidation, spin-off, reorganization
or similar transaction.


 


“Company Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.3.


 


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


 


“Demanding Holders”
shall have the meaning given in subsection 2.2.1.


 






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“Exchange” shall have
the meaning given in the definition of Registrable Security in Section 1.1.


 


“Excluded Registration”
shall mean a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) on Form S-4 (or
similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iv) in which the offering solely consists of debt
that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan.


 


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


 


“FA Co-Investment” shall
have the meaning given in the Preamble.


 


“Filing Deadline” shall
have the meaning given in subsection 2.1.1.


 


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


 


“Form S-3 Shelf” shall
have the meaning given in subsection 2.1.1.


 


“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, the period ending on the earlier of (a) one year after the completion of the Transactions
and (b) subsequent to the completion of the Transactions, (x) if the last reported sale price of the Common Stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Transactions or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the completion of
the Transactions that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property.


 


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


 


“Holders” shall have
the meaning given in the Preamble for so long as such person or entity holds Registrable Securities.


 


“Insider Letter” shall
mean that certain letter agreement, dated as February 9, 2021, by and among the Company, the Sponsor and each of the Company’s officers
and directors.


 


“Lock-Up Periods” shall
mean the Founder Shares Lock-Up Period, the P3 Lock-Up Period and the Private Placement Lock-Up Period.


 


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


 


“Merger Agreement” shall
have the meaning given in the Recitals hereto.


 


“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 in a Registration Statement or Prospectus in the light of the circumstances under which
they were made not misleading.


 


“P3” shall have the
meaning given in the Recitals hereto.


 






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“P3 Holders” shall have
the meaning given in the Preamble.


 


“P3 Lock-Up Period”
shall mean, with respect to any Business Combination Securities that are held by the P3 Holders or their Permitted Transferees, the period
ending on the date that is six months after the closing of the Transactions.


 


“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, the P3 Lock-Up Period or Private Placement Lock-Up Period, as the case may be,
under this Agreement, the Insider Letter, the Sponsor Support Agreement 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 2.3.1.


 


“Prior Agreement” shall
have the meaning given in the Recitals hereto.


 


“Private Placement Lock-Up Period”
shall mean, with respect to Private Placement Units, including the Private Placement Warrants and Common Stock included therein, and any
of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by
the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of
the Transactions.


 


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


 


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


 


“Pro Rata” shall have
the meaning given in subsection 2.2.4.


 


“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.


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued upon the conversion of any Founder Shares,
(b) the Private Placement Units (including the Private Placement Warrants and Common Stock included therein and any shares of
the Common Stock issued or issuable upon the exercise of any Private Placement Warrant) and the Working Capital Units (including the
Warrants and Common Stock included therein and any shares of the Common Stock issued or issuable upon exercise of any Warrants
included therein), (c) any outstanding shares of Common Stock or any other equity security (including 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,
after giving effect to the Transactions, (d) shares of Common Stock issued or issuable to certain P3 Holders pursuant to the
redemption and exchange rights (an “Exchange”) set forth in Article XI of the Amended and Restated Limited
Liability Company Agreement, dated as of the date hereof, of P3 Health Group, LLC and (e) any other equity security of the
Company issued or issuable with respect to any such shares of Common Stock 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 Security, such securities shall cease to be Registrable Securities upon the earliest to occur
of: (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) (i) such securities shall have been otherwise transferred, (ii) new certificates or book entry positions for such
securities not bearing a legend restricting further transfer shall have been delivered by the Company and (iii)
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 thereafter by the Commission) (but with no volume, current public
information 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.


 






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“Registration” shall
mean a registration, including a Shelf-Takedown effected by preparing and filing a registration statement, Prospectus 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 documented 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 national 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 outside counsel for the Underwriters 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 (not to exceed
$50,000) 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 2.2.1.


 


“Rule 415” shall have
the meaning given in subsection 2.1.1.


 


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


 


“Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten Offering”
shall have the meaning given in subsection 2.1.3.


 


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


 






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


 


“Sponsor Support Agreement”
shall mean that certain Sponsor Support Agreement, dated as of May 25, 2021, by and among the Company and the Founders.


 


“Subscription Agreements”
shall mean those certain subscription agreements the Company entered into with certain investors pursuant to which such investors purchased
shares of Common Stock in connection with the consummation of the transactions contemplated in the Merger Agreement.


 


“Transaction Agreements”
shall have the meaning given in the Recitals hereto.


 


“Transactions” shall
have the meaning given in the Recitals hereto.


 


“Transfer” shall mean
the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect
to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the
Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b).


 


“Warrant” shall mean
the warrants of the Company with each whole warrant entitling the holder to purchase one share of Common Stock at an exercise price of
$11.50 per share.


 


“Working Capital Units”
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 an Underwriter
in a firm commitment underwriting for distribution to the public.


 


ARTICLE II


REGISTRATIONS


 


2.1          Shelf
Registration.


 


2.1.1       Initial
Registration. The Company shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days
after the date of this Agreement (the “Filing Deadline”), file a Registration Statement under the
Securities Act to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding
equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar
provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in
this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective
as promptly as reasonably practicable after the filing thereof, but in no event later than the earlier of (i) the 90th calendar day
following the Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement,
and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission
that the Registration Statement will not be “reviewed,” or will not be subject to further review. The Registration
Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a
 “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form
S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of
such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any
Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration
Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any
method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use
its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective,
and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not
available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders
until all such Registrable Securities have ceased to be Registrable Securities. In the event the Company files a Form S-1 Shelf, the
Company shall use its reasonable best efforts to convert the Form S-1 Shelf to a Form S-3 Shelf or to
file a new Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. When effective, a Registration
Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as
to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the
circumstances under which such statement is made).


 






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2.1.2       Form
S-3 Shelf. If the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales,
the Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as reasonably practicable to replace the shelf
registration statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly as reasonably practicable and
to cause such Form S-1 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities
held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.


 


2.1.3       Shelf
Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection
2.1.1 or 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten
offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten
Offering”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $75,000,000 from
such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such
Shelf Underwritten Offering but in no event less than $40,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten
Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf
Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten
Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within
five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf
Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”)
and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf
Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion
therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting
agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or
Underwriters selected by the initiating Holders with written consent of the Company (such consent not to be unreasonably withheld,
delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or
Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf
Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the
underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities
and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of
securities. The P3 Holders, may demand not more than three (3)Shelf Underwritten Offerings pursuant to
this subsection 2.1.3 in any twelve (12)-month period. The Sponsor Holders may demand not more than two (2) Shelf
Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period.


 






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2.1.4       Holder
Information Required for Participation in Shelf Registration. At least ten (10) business days prior to the first anticipated filing
date of a Registration Statement pursuant to this Article II, the Company shall use reasonable best efforts to notify each Holder
in writing (which may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable
Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include
such Holder’s Registrable Securities to the extent the Company has not received such information, and received any other reasonably
requested agreements or certificates, on or prior to the fifth (5th) business day prior to the first anticipated filing date of a Registration
Statement pursuant to this Article II.


 


2.2 Demand Registration.


 


2.2.1 Request for Registration.
Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof, each of (i) FA Co-Investment,
(ii) the Holders of at least thirty percent (30%) in interest of the then outstanding number of Registrable Securities held by
the Sponsor (excluding Registrable Securities held by FA Co-Investment and its
Permitted Transferees) (the “Sponsor Holders”) and (iii) Holders of at least fifteen percent (15%)
in interest of the then outstanding number of Registrable Securities held by the P3 Holders (FA Co-Investment, the Sponsor Holders
or the P3 Holders, as the case may be, 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
practicable, the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant
to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than
forty five (45) days immediately after the Company’s receipt of the Demand Registration, a Form S-3 Shelf or, if Form S-3
is not then available to the Company, a Form S-1 Shelf, and shall use reasonable best efforts to cause such Registration Statement
to become effective as promptly as practicable after filing. Under no circumstances shall the Company be obligated to effect (x)
more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Founders under this subsection
2.2.1 with respect to any or all Registrable Securities held by such Founders or (y) more than an aggregate of three (3)
Registrations pursuant to a Demand Registration by the P3 Holders under this subsection 2.2.1 with respect to any or all
Registrable Securities held by such P3 Holders; provided, however, that (i) this
limitation shall not apply to any Demand Registration initiated by FA Co-Investment, which shall be governed by Section 3.6 and
(ii) a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the
Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration
have been sold, in accordance with Section 3.1 of this Agreement. 


 






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2.2.2 Effective Registration. Notwithstanding
the provisions of subsection 2.2.1 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.


 


2.2.3 Underwritten Offering. Subject to
the provisions of subsection 2.2.4 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 2.2.3
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.


 


2.2.4 Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters 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 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,
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 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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2.2.5 Demand Registration Withdrawal. A
Demanding Holder or a Requesting Holder shall have the right to withdraw all or a portion of its Registrable Securities from a Registration
included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection 2.1.3
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (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 or Shelf Underwritten Offering (or in the case of
an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two (2) business days prior to the time of pricing
of the applicable offering). 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 and
(ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand
Registration or Shelf Underwritten Offering prior to its withdrawal under this subsection 2.2.5; provided that if the Company
pays such expenses related to a Demand Registration or Shelf Underwritten Offering initiated by FA Co-Investment, such registration shall
count as a Demand Registration for purposes of Section 3.6.


 


2.3 Piggyback Registration.


 


2.3.1 Piggyback Rights. If (but without
any obligation to do so) 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 2.2 hereof), other than an Excluded Registration, then the Company shall give written notice
of such proposed filing to all of the Holders of Registrable Securities as soon as 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 or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale 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 reasonable best efforts to cause the managing Underwriter or Underwriters
of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1
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 2.3.1
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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2.3.2 Reduction of Piggyback Registration.
If the managing Underwriter or Underwriters 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 shares of 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 to Section 2.3
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, 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 their Registrable Securities pursuant to subsection 2.3.1 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 their Registrable
Securities pursuant to subsection 2.3.1, Pro Rata, 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, 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 pursuant
to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of
Securities.


 


2.3.3 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 or Underwriters (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 2.3.3.


 






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2.3.4 Unlimited Piggyback Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.2 hereof or a Shelf Underwritten Offering effected under subsection 2.1.3.


 


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 2.2.1
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 seriously 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 seriously 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, the Company shall have the right
to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation
in this manner more than once in any 12-month period.


 


ARTICLE III


COMPANY PROCEDURES


 


3.1 General Procedures. If the Company
is required to effect the Registration of Registrable Securities, the Company shall use its reasonable 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 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 or otherwise cease to be Registrable Securities;


 


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 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 or otherwise cease to
be Registrable Securities;


 


3.1.3 prior to filing a Registration
Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, 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 Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may 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 reasonable 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 (or provide evidence satisfactory
to such Holders that the Registrable Securities are exempt from such registration or qualification) 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 national securities exchange 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 or such
shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations
promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales
are suspended pursuant to this Agreement), , furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding
any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);


 


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 in the event of any Underwritten Offering,
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
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 such representatives or Underwriters enter into
a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information;


 




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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 may reasonably
request and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.12 in
the event of an Underwritten Offering, 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 participating
Holders, the placement agent or sales agent, if any, and the Underwriters, 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;


 


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 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 with respect to an Underwritten Offering,
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 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.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter
or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.


 


3.2 Registration Expenses. Except as otherwise
set forth herein, 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.


 




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3.4 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended
Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment
as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the
Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement 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 of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, or in the good faith judgment of the Board,
be seriously detrimental to the Company and its holders of capital stock and it is therefore essential to defer such filing, initial effectiveness
or continued use at such time, 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 for the shortest period of time, but in no event more than ninety (90) days
in any 12-month period, 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 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.


 


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 Section 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true
and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic
Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5.
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, to the extent such exemption is available to Holders at such time.
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.


 


3.6 Limitations on Registration Rights.
Notwithstanding anything herein to the contrary, (i) FA Co-Investment may not exercise its rights under Sections 2.2 and 2.3
hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s registration statement
on Form S-1, and (ii) FA Co-Investment may not exercise its rights under Section 2.2 more than one time.


 


3.7 Transfer Restrictions.


 


3.7.1 Each P3 Holder agrees that it, he or she
shall not Transfer its, his or her Business Combination Securities, or the Common Stock issuable upon exchange of the Class V Common Stock
until the expiration of the P3 Lock-Up Period.


 


3.7.2 Notwithstanding the provisions set
forth in subsection 3.7.1, Transfers of the Business Combination Securities that are held by the P3 Holders or any of their
permitted transferees (that have complied with this subsection 3.7.2) are permitted during the P3 Lock-Up Period: (a) in the
case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a
member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (b) in the case
of an individual, by virtue of laws of descent and distribution upon death; (c) in the case of an individual, pursuant to a
qualified domestic relations order; (d) in the case of an entity, as a distribution to the limited partners, stockholders,
unitholders, members of or owners of similar equity interests in such entity; (e) in connection with collateral, hypothecation or
other pledge arrangements to support a credit facility entered into in the ordinary course; and (f) pursuant to a bona fide
third-party tender offer for all or substantially all of the Common Stock or in the event of completion of a liquidation, merger,
share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property subsequent to the completion of the
Transactions; provided, however, that in the case of clauses (a) through (d), these permitted transferees must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions herein. For the avoidance of doubt, the transfers of
Business Combination Securities shall be permitted regardless of whether a filing under Section 16(a) of the Exchange Act shall be
required or shall be voluntarily made with respect to such transfers.


 






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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 and directors and each person who controls such Holder (within
the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused
by 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 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 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 or Prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within
the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable
attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any 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 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 Underwriters, their officers,
directors and each person who controls such Underwriters (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 and the benefits received by such indemnifying party and indemnified party; 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: 2370 Corporate Circle, Ste. 300, Henderson, NV
89074, Attention: Chief Financial 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) 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 any Lock-Up Period,
no Holder subject to such Lock-Up Period 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 become bound by the transfer restrictions set forth in this Agreement and other applicable agreements.


 


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). Any transfer or assignment made other than as provided in
this Section 5.2 shall be null and void.


 


5.3 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible that is valid and enforceable.


 




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5.4 Counterparts. This Agreement may be
executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which
together shall constitute the same instrument, but only one of which need be produced.


 


5.5 Entire Agreement. This Agreement (including
all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral or written.


 


5.6 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) 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 AND (II) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


5.7 Waiver of Trial by Jury. EACH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY,
OR THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.8 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 one Holder, solely in his, her or 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.


 


5.9 Titles and Headings. Titles and headings
of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


5.10 Remedies Cumulative. In the event
that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may
proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in
this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement
or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None
of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall
be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at
law, in equity, by statute or otherwise.


 




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5.11 Termination of Existing Registration Rights.
The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders
with respect to any shares or securities of the Company or P3 granted under any other agreement, including, but not limited to, the Prior
Agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no
further force and effect.


 


5.12 Other Registration Rights. Except
as provided in the Subscription Agreements, the Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register 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.


 


5.13 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.


 


5.14 Holder Information. Each Holder agrees,
if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company
to make determinations hereunder.


 


[SIGNATURE PAGES FOLLOW]


 




    20


     


    

 


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


 


	 	COMPANY:
	 	 
	 	P3 HEALTH PARTNERS INC. 
	 	 
	 	By:	/s/ Sherif Abdou
	 	 	Name: Sherif Abdou M.D.
	 	 	Title: Chief Executive Officer




 


[Signature Page to Amended and Restated Registration Rights and Lock-Up Agreement]


 




    


     


    

 





	 	HOLDERS:
	 	 
	 	FORESIGHT SPONSOR GROUP, LLC
	 	 
	 	By:	/s/ Michael Balkin
	 	 	Name: Michael Balkin
	 	 	Title: Manager


 


	 	FA CO-INVESTMENT LLC
	 	 
	 	By:	/s/ Owen Littman
	 	 	Name: Owen Littman
	 	 	Title: Authorized
Signatory





 


	 	/s/ Brian Gamache
	 	Brian Gamache




 


	 	/s/ John Svoboda
	 	John Svoboda


 


	 	/s/ Robert Zimmerman
	 	Robert Zimmerman


 


[Signature Page to Amended and Restated Registration Rights and Lock-Up Agreement]


 




    


     


    

 


	 	CHICAGO PACIFIC FOUNDERS FUND-A, L.P.
	 	By:	Chicago Pacific Founders GP, L.P., its general partner
	 	By:	 Chicago Pacific Founders UGP, LLC, its general partner




 


	 	By:	/s/ Lawrence B. Leisure
		Name:	Lawrence B. Leisure
		Title:	Manager



 


	 	CHICAGO PACIFIC FOUNDERS FUND-B, L.P.
	 	By:	Chicago Pacific Founders GP, L.P., its general partner
	 	By:	 Chicago Pacific Founders UGP, LLC, its general partner




 


	 	By:	/s/ Lawrence B. Leisure
		Name:	Lawrence B. Leisure
		Title:	Manager



 


	 	CHICAGO PACIFIC FOUNDERS, L.P.
	 	By:	Chicago Pacific Founders UGP, LLC, its general partner




 


	 	By:	/s/ Lawrence B. Leisure
		Name:	Lawrence B. Leisure
		Title:	Manager



 


[Signature Page to Amended and Restated Registration Rights and Lock-Up Agreement]