Exhibit 10.4









 



 






 


AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT


 


 


by and among


 


 


GROVE COLLABORATIVE,
INC.,


 


 


and


 


 


THE STOCKHOLDERS
THAT ARE SIGNATORIES HERETO


 


 


Dated as of [●],
2021


 





 




     


     


    

Table
of Contents


 


Page


 


	SECTION 1.	CERTAIN DEFINITIONS	1
	SECTION 2.	REGISTRATION RIGHTS.	6
	2.1.	Demand Registrations.	6
	2.2.	Piggyback Registrations.	10
	2.3.	Allocation of Securities Included in Registration Statement.	11
	2.4.	Registration Procedures	13
	2.5.	Registration Expenses.	20
	2.6.	Certain Limitations on Registration Rights	20
	2.7.	Limitations on Sale or Distribution of Other Securities	20
	2.8.	No Required Sale	21
	2.9.	Indemnification.	21
	2.10.	No Inconsistent Agreements	25
	SECTION 3.	UNDERWRITTEN OFFERINGS.	25
	3.1.	Requested Underwritten Offerings	25
	3.2.	Piggyback Underwritten Offerings	26
	SECTION 4.	GENERAL.	26
	4.1.	Adjustments Affecting Registrable Securities	26
	4.2.	Rule 144	26
	4.3.	Nominees for Beneficial Owners	26
	4.4.	Amendments and Waivers	27
	4.5.	Notices	27
	4.6.	Successors and Assigns	27
	4.7.	Termination.	28
	4.8.	Entire Agreement	28
	4.9.	Governing Law; Jurisdiction; WAIVER OF JURY TRIAL.	28
	4.10.	Interpretation; Construction.	29
	4.11.	Counterparts	29
	4.12.	Severability	29
	4.13.	Specific Enforcement	29
	4.14.	Further Assurances	30



 






     


     


    

Table
of Contents


(continued)


 


Page


 


	4.15.	Confidentiality	30
	4.16.	Opt-Out Requests	30
	4.17.	Original Registration Rights Agreement	31



 





		Exhibit A	Joinder Agreement



 




     


     


    

AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2021 (as amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”), is made and entered into by and among (i) Grove Collaborative, Inc., a
Delaware public benefit corporation domesticated from Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),
(ii) the stockholders of the Company party hereto (the “Stockholders”) and (iii) any person or entity who
hereafter becomes a party to this Agreement pursuant to Section 4.6 of this Agreement (each, a “Holder” and
collectively with the Stockholders, the “Holders”).


 


RECITALS:


 


WHEREAS,
the Company, Treehouse Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger
Sub”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”), have entered
into an Agreement and Plan of Merger, dated as of December 7, 2021 (as amended from time to time on or prior to the date hereof, the
“Merger Agreement”), pursuant to which Merger Sub has merged with and into Grove with Grove continuing as the
surviving entity and a subsidiary of the Company (the “Merger”);


 


WHEREAS,
the Company and Virgin Group Acquisition Sponsor II LLC, a Cayman Island limited liability company and a Stockholder (the “Sponsor”)
are parties to that certain Registration and Shareholder Rights Agreement, dated as of March 22, 2021 (the “Original Registration
Rights Agreement”), which shall be amended and restated by this Agreement;


 


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


 


WHEREAS,
each of the Stockholders (other than the Sponsor and Corvina Holdings Limited) beneficially owns at least 5% of the Common Stock; and


 


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


 


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


 


Section 1.  
Certain Definitions. As used herein, the following terms shall have the following meanings:


 


“Additional
Piggyback Rights” has the meaning ascribed to such term in Section 2.3(a).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), with respect to any Person, means the possession, directly
or


 




     


     


    

indirectly,
of the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership
of voting securities, by contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by the Company
shall be deemed to be an Affiliate of any Holder.


 


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


 


“Automatic
shelf registration statement” has the meaning ascribed to such term in Section 2.4.


 


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


 


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


 


“Claims”
has the meaning ascribed to such term in Section 2.9(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Demand
Exercise Notice” has the meaning ascribed to such term in Section 2.1(b)(i).


 


“Demand
Registration” has the meaning ascribed to such term in Section 2.1(b)(i).


 




    2 


     


    

“Demand
Registration Period” has the meaning ascribed to such term in Section 2.1(b)(i).


 


“Demand
Registration Request” has the meaning ascribed to such term in Section 2.1(b)(i).


 


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


 


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


 


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


 


“Initiating
Holders” means (a) Holders of at least thirty percent (30%) of the Registrable Securities then outstanding or (b) the Sponsor.


 


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


 


“Majority
Participating Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included
in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.


 


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


 




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


 


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


 


“Minimum
Threshold” means $50.0 million.


 


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


 


“Participating
Holders” means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities
pursuant to Section 2.1 or Section 2.2.


 


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


 


“Piggyback
Notice” has the meaning ascribed to such term in Section 2.2(a).


 


“Piggyback
Shares” has the meaning ascribed to such term in Section 2.3(a)(ii).


 


“Postponement
Period” has the meaning ascribed to such term in Section 2.1(c).


 


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


 


“Registrable
Securities” means (a) any shares of Class A Common Stock held by the Holders at any time (including those held as a result
of, or issuable upon, the conversion or exercise of Class A Common Stock Equivalents) or any other equity security other than Class B
Common Stock or Class B Common Stock Equivalents (including warrants to purchase shares of Class A Common Stock), whether now owned or
acquired by the Holders at a later time, (b) any shares of Class A Common Stock or any other equity security other than Class B
Common Stock or Class B Common Stock Equivalents (including warrants to purchase shares of Class A Common Stock) issued or issuable,
directly or indirectly, in exchange for or with respect to the Common Stock or any other equity security (including warrants to purchase
shares of Class A Common Stock) referenced in clause (a) above by way of stock dividend, stock split or combination of shares or in connection
with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities
other than Class B Common Stock or Class B Common Stock Equivalents issued in replacement of or exchange for any securities described
in clause (a) or (b) above. Class B Common Stock and Class B Common Stock Equivalents shall not constitute Registrable Securities
hereunder, provided that the Class A Common Stock issuable upon conversion of such Class B Common Stock and underlying Class B Common
Stock Equivalents are Registrable Securities for all purposes hereunder as though, in each case, such shares of Class A Common Stock
were outstanding on the date hereof. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (including upon conversion, exercise
or exchange of any equity interests but disregarding any restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall not be required to convert, exercise or exchange such equity interests
(or otherwise acquire such Registrable Securities) to participate in any registered offering hereunder until the closing of such


 




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offering.
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement
with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement, (B) such securities shall have been disposed of in compliance with
the requirements of Rule 144, (C) such securities have been sold in a public offering of securities or (D) such securities
have ceased to be outstanding.


 


“Rule 144”
have the meaning ascribed to such term in Section 4.2.


 


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


 


“Section 2.3(a)
Sale Number” has the meaning ascribed to such term in Section 2.3(a).


 


“Section 2.3(b)
Sale Number” has the meaning ascribed to such term in Section 2.3(b).


 


“Section 2.3(c)
Sale Number” has the meaning ascribed to such term in Section 2.3(c).


 


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


 


“Shelf
Registrable Securities” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf
Registration Statement” has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Shelf
Underwriting” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf
Underwriting Initiating Holders” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf
Underwriting Notice” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf
Underwriting Request” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


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


 


“Underwritten
Block Trade” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Valid
Business Reason” has the meaning ascribed to such term in Section 2.1(c).


 


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


 




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Section 2.  
Registration Rights.


 


2.1.  
Demand Registrations.


 


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


 


(ii)  
Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any
applicable lock-up agreement, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or
any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering
a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the
intended method of distribution thereof. The Holder or Holders shall make such election by delivering to the Company a written request
(a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that
the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect
to any Shelf Underwriting Request, the Holder or Holders making such demand shall be referred to as the “Shelf Underwriting
Initiating Holders”. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting
Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request
to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable
Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the
Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder
of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which
request shall specify the maximum number of Shelf Registrable Securities intended to be disposed


 




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of
by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible
(and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b),
use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating
Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement
or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise
take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating
Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary
in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate
market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating
Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Company shall have the right to designate
the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade, subject to
Shelf Underwriting Initiating Holders’ reasonable approval. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder
wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively,
“Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods,
such Shelf Underwriting Initiating Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior
to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of
such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade.


 


(b)  
(i) At any time after the first anniversary of the Closing Date that a Shelf Registration Statement as required by Section 2.1(a)
is not available for use by the Holders (a “Demand Registration Period”) other than pursuant to Section 2.1(c),
subject to this Section 2.1(b) and Sections 2.1(c) and 2.3) and the provisions below with respect to the
Minimum Threshold, at any time and from time to time during such Demand Registration Period, each Initiating Holder (or Initiating Holders)
shall have the right to require the Company to effect one or more registration statements under the Securities Act covering all or any
part of its Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities
to be included in such registration and the intended method of distribution thereof. Any such request by any Initiating Holder or Initiating
Holders pursuant to this Section 2.1(b)(i) is referred to herein as a “Demand Registration Request,”
and the registration so requested is referred to herein as a “Demand Registration”. Subject to Section 2.1(c),
the Initiating Holders shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations.
The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of
the Holders of record of Registrable Securities in accordance with Section 2.2, and, subject to Sections 2.3 and 2.6,
shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities
of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration
pursuant to Section 2.2. Notwithstanding anything to the contrary in this Section 2.1(b)(i), each Demand Registration
must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the
Registrable Securities included in such Demand Registration by all


 




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Holders
participating in such Demand Registration). In connection with any Demand Registration, the Company shall have the right to designate
the Manager and each other managing underwriter in connection with any underwritten offering pursuant to such registration, subject to
the Initiating Holders’ reasonable approval; provided that in each case, each such underwriter is reasonably satisfactory
to the Company, which approval shall not be unreasonably withheld or delayed.


 


(ii)  
The Company shall, as expeditiously as possible, but subject to Section 2.1(c), use its reasonable best efforts to
(x) file or confidentially submit with the SEC (no later than (A) sixty (60) days from the Company’s receipt of the applicable
Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30)
days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or
any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such registration statement
under the Securities Act that includes the Registrable Securities which the Company has been so requested to register for distribution
in accordance with the intended method of distribution, and (z) if requested by the Initiating Holders, obtain acceleration of the
effective date of the registration statement relating to such registration.


 


(c)  
Notwithstanding anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand
Registration rights granted in Section 2.1 (a) and Section 2.1(b) are subject to the following limitations: (i) the
Company shall not be required to cause a registration statement filed pursuant to Section 2.1(b) to be declared effective
within a period of ninety (90) days after the effective date of any other registration statement of the Company filed pursuant to the
Securities Act (other than a Form S-4, Form S-8 or a comparable form or an equivalent registration form then in effect); (ii) the
Company shall not be required to effect more than three (3) Demand Registrations on Form S-1 or any similar long-form registration
statement at the request of the Holders in the aggregate; (iii)  if the Board, in its good faith judgment, determines that any registration
of Registrable Securities or Shelf Underwriting should not be made or continued because it would materially and adversely interfere with
any existing or potential financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving
the Company or any of its subsidiaries or would otherwise result in the public disclosure of information that the Board in good faith
has a bona fide business purpose for keeping confidential (a “Valid Business Reason”), then (x) the Company may
postpone filing or confidentially submitting a registration statement relating to a Demand Registration Request or a prospectus supplement
relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event
for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists or (y) if a registration statement
has been filed or confidentially submitted relating to a Demand Registration Request or a prospectus supplement has been filed relating
to a Shelf Underwriting Request, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary
to avoid interference with any of the transactions described above, suspend use of or, if required by the SEC, cause such registration
statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until
five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the
date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under this clause (iv), the
“Postponement Period”). The Company shall give written notice to the Initiating Holders or Shelf Underwriting Initiating
Holders and any


 




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other
Holders that have requested registration pursuant to Section 2.2 of its determination to postpone or suspend use of or withdraw
a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists,
in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be entitled to more
than two (2) Postponement Periods during any twelve (12) month period.


 


Each
Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend
use of, withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (c)(iii) above,
such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall
have suspended use of, withdrawn or terminated a registration statement filed under Section 2.1(b)(i) (whether pursuant
to clause (c)(iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court), the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such
request shall not count as a Demand Registration Request under this Agreement until the Company shall have permitted use of such suspended
registration statement or filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated
registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company
shall give any notice of suspension, withdrawal or postponement of a registration statement, the Company shall, not later than five (5)
Business Days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but, with respect
to a suspension, withdrawal or postponement pursuant to clause (c)(iii) above, in no event later than forty-five (45) days after
the date of the suspension, postponement or withdrawal), as applicable, permit use of such suspended registration statement or use its
reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or
postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders or Shelf Underwriting
Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected a Demand Registration
for the purposes of this Agreement and such request shall not count as a Demand Registration Request under this Agreement), and following
such permission or such effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to
clause (iv) of Section 2.1(c) above.


 


(d)  
No Demand Registration shall be deemed to have occurred for purposes of Section 2.1(b) (i) if the registration
statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred
eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration
Statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to
the period any Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request
of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement
of the SEC during such period, (ii) for each Initiating Holder, if less than seventy five percent (75%) of the Registrable Securities
requested by such Initiating Holder to be included in such Demand Registration are not so included pursuant to Section 2.3,
(iii) if the method of disposition is a firm commitment underwritten public offering and less than seventy five percent (75%) of
the applicable Registrable Securities have not been sold pursuant thereto (excluding any


 




    9 


     


    

Registrable
Securities included for sale in the underwriters’ overallotment option) or (iv) if the conditions to closing specified in
any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such
request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates or
are otherwise waived by such Initiating Holder(s)).


 


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


 


2.2.  
Piggyback Registrations.


 


(a)  
If the Company proposes or is required to register any of its equity securities for its own account or for the account of any
other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor
forms thereto), the Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each of
the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under
the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement,
so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would
have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (5) days following the
receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed
of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3
and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested
the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register
to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable
Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration
statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations
which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under
this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1
hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.


 


(b)  
Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior
to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any
reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such
determination to all Holders of record of Registrable Securities and (x) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice,
however, to the rights of Holders under Section 2.1, and (y) in the case of a


 




    10 


     


    

determination
to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for
the same period as the delay in registering such other equity securities.


 


(c)  
Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement
pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however,
that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution
by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.


 


2.3.  
Allocation of Securities Included in Registration Statement.


 


(a)  
If any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an
underwritten offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities
requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising
contractual registration rights (“Additional Piggyback Rights”) exceeds the largest number of securities (the “Section 2.3(a)
Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating
Holders and the Majority Participating Holders, the Company shall include in such underwritten offering:


 


(i)  
first, all Registrable Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant
to the exercise of piggyback rights pursuant to Section 2.2); provided, however, that if the number of such
Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a)
Sale Number) to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders (including each Initiating
Holder) requesting that Registrable Securities be included in such underwritten offering (including pursuant to the exercise of piggyback
rights pursuant to Section 2.2), based on the number of Registrable Securities then owned by each such Holder requesting
inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion; and


 


(ii)  
second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a)
is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register for its own account, up to
the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses
(i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining securities
to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons other than Holders requesting that
securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”),
based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number
of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(a) Sale Number.


 




    11 


     


    

(b)  
If any registration or offering made pursuant to Section 2.2 involves an underwritten primary offering on behalf of
the Company and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten
offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the
largest number of securities (the “Section 2.3(b) Sale Number”) that can be sold in an orderly manner in such
underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:


 


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


 


(ii)  
second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(b)
is less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering
shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering
pursuant to the exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of Registrable Securities
then owned by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders
requesting inclusion, up to the Section 2.3(b) Sale Number; and (iii) third, to the extent that the number of securities to
be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number,
the remaining securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting
that Piggyback Shares be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the
aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback
Shares owned by all Persons requesting inclusion, up to the Section 2.3(b) Sale Number.


 


(c)  
If any registration pursuant to Section 2.2 involves an underwritten offering that was initially requested by any
Person(s) (other than a Holder) to whom the Company has granted registration rights which are not inconsistent with the rights granted
in, and do not otherwise conflict with the terms of, this Agreement and the Manager shall advise the Company that, in its view, the number
of securities requested to be included in such underwritten offering exceeds the largest number of securities (the “Section 2.3(c)
Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company,
the Company shall include in such underwritten offering:


 


(i)  
first, the shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s)
requesting the registration and all Holders requesting that Registrable Securities be included in such underwritten offering pursuant
to the exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of securities or Registrable
Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities
or Registrable Securities, as applicable, owned by all such Persons and Holders requesting inclusion, up to the Section 2.3(c) Sale
Number; and


 


(ii)  
second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(c)
is less than the Section 2.3(c) Sale Number, the


 




    12 


     


    

remaining
securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that Piggyback
Shares be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number
of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all
Persons requesting inclusion, up to the Section 2.3(c) Sale Number; and (iii) third, to the extent that the number of securities
to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c) Sale
Number, any equity securities that the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number.


 


(d)  
If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3,
any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be
included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which
such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such
request must be made in writing prior to the earlier of such Holder’s execution of the underwriting agreement or such Holder’s
execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and,
after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration
as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.


 


2.4.  
Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to effect or cause
the registration of and/or participate in any offering or sale of any Registrable Securities under the Securities Act as provided in
this Agreement (or use reasonable best efforts to accomplish the same), the Company shall, as expeditiously as possible:


 


(a)  
prepare and file all filings with the SEC and FINRA as soon as practicable required for the consummation of the offering, including
preparing and filing with the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such
Registrable Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected
by the Company (except as provided for in a Demand Registration Request) and (ii) shall, in the case of a shelf registration, be
available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to
form in all material respects with the requirements of the applicable registration form and include all financial statements required
by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become
effective and remain continuously effective for such period as required by this Agreement (provided, however, that as far
in advance as reasonably practicable before filing a registration statement or prospectus or any amendments or supplements thereto, or
comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related
thereto, the Company will furnish to the Holders participating in the planned offering and to the Manager, if any, copies of all such
documents proposed to be filed (including all exhibits thereto), which documents will be subject to their reasonable review and reasonable
comment and the Company shall not file any registration statement or amendment thereto, any prospectus or supplement thereto or any free
writing prospectus related thereto to which the Initiating Holders, the Majority Participating


 




    13 


     


    

Holders
or the underwriters, if any, shall reasonably object); provided, however, that, notwithstanding the foregoing, in no event
shall the Company be required to file any document with the SEC which in the view of the Company or its counsel contains an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading;


 


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


 


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


 


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


 


(e)  
promptly notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any
pre-effective amendment, the prospectus or any


 




    14 


     


    

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


 


(f)  
comply (and continue to comply) with all applicable rules and regulations of the SEC (including maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders (including by way
of filings with the SEC), as soon as reasonably practicable after the effective date of the registration statement (and in any event
within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period described hereafter),
an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning with the first
day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(g)  
(i) (A) use its reasonable best efforts to cause all such Registrable Securities covered by such registration statement
to be listed on the principal securities exchange on which similar securities issued by the Company are then listed, if the listing of
such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed,
use its reasonable best efforts to either cause all such Registrable Securities to be listed on a national securities exchange or to
secure designation of all such Registrable Securities as a New York Stock Exchange “national market system security” within
the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, secure New York Stock Exchange authorization for such shares and,
without limiting the generality of the foregoing, take all actions that may be required by the


 




    15 


     


    

Company
as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of
at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements
of any self-regulatory organization applicable to the Company, including all corporate governance requirements;


 


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


 


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


 


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


 


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


 


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


 




    16 


     


    

properties
of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested
by any such counsel for the Majority Participating Holders, counsel for an underwriter, attorney, accountant or agent in connection with
such registration statement;


 


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


 


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


 


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


 


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


 


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


 


(r)  
cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery
of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities
to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business
Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions
of the


 




    17 


     


    

Participating
Holders at least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable
Securities to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities registered on a Shelf Registration
Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable Securities not bearing any restrictive
legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow such Registrable Securities
to be sold from time to time);


 


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


 


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


 


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


 


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


 


(w)  
take all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by
Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities
Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken
together with the related prospectus, prospectus supplement and related documents, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading;


 


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


 


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


 


(z)  
use reasonable best efforts, in good faith,to cooperate with the managing underwriters, Participating Holders, any indemnitee
of the Company and their respective counsel


 




    18 


     


    

in
connection with the preparation and filing of any applications, notices, registrations and responses to requests for additional information
with FINRA, Nasdaq, or any other national securities exchange on which the shares of Class A Common Stock are listed.


 


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


 


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


 


The
Company may require as a condition precedent to the Company’s obligations under this Section 2.4 that each Participating
Holder as to which any registration is being effected (i) furnish the Company such information regarding such seller and the distribution
of such securities as the Company may from time to time reasonably request (including as required under state securities laws), provided
that such information is necessary for the Company to consummate such registration and shall be used only in connection with such
registration and (ii) provide any underwriters participating in the distribution of such securities such information as the underwriters
may request and execute and deliver any agreements, certificates or other documents as the underwriters may request.


 


Each
Holder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described
in clause (v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of
Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed
by the Company, will deliver to the Company (at the


 




    19 


     


    

Company’s
expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable
Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable
period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period from and
including the date of the giving of such notice to and including the date when each Participating Holder covered by such registration
statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4.


 


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


 


2.5.  
Registration Expenses.


 


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


 


(b)  
Notwithstanding the foregoing, (x) the provisions of this Section 2.5 shall be deemed amended to the extent necessary
to cause these expense provisions to comply with state “blue sky” laws of each state in which the offering is made and (y) in
connection with any underwritten offering hereunder, each Participating Holder shall pay all underwriting discounts and commissions and
any transfer taxes, if any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and
commissions in accordance with the number of shares sold in the offering by such Participating Holder.


 


2.6.  
Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an
underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an
underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such
underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s
securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including
custody agreements, powers of attorney, indemnities, lock-up agreements) which must be executed in connection therewith; provided,
however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information
to the Company or the underwriter as may be necessary to register such Person’s securities.


 


2.7.  
Limitations on Sale or Distribution of Other Securities.


 


(a)  
Each Holder that is a director or officer of the Company agrees, to the extent requested by the Manager of any underwritten public
offering pursuant to a registration or offering


 




    20 


     


    

effected
pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1) or Section 2.2
(including any offering effected by the Company for its own account ), not to sell, transfer or otherwise dispose of, including any sale
pursuant to Rule 144, any Class A Common Stock or Class A Common Stock Equivalents (other than as part of such underwritten public
offering) during the time period reasonably requested by the Manager, not to exceed the period from seven days prior to the pricing date
of such offering until ninety (90) days after the pricing date of such offering or such shorter period as the Manager, the Company or
any executive officer or director of the Company shall agree to.


 


(b)  
The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting
pursuant to Section 2.1(e)) or 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Class A Common
Stock or Class A Common Stock Equivalent (other than as part of such underwritten public offering, a registration on Form S-4 or
Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion,
exchange or exercise of any then outstanding Class A Common Stock Equivalent), until a period from seven days prior to the pricing date
of such offering until ninety (90) days after the pricing date of such offering or such shorter period as the Manager, the Company or
any executive officer or director of the Company shall agree to and the Company shall so provide in any registration rights agreements
hereafter entered into with respect to any of its securities.


 


2.8.  
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder
to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable
Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective
registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to applicable
lock-up restrictions) even if such shares are already included on an effective registration statement.


 


2.9.  
Indemnification.


 


(a)  
In the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this
Section 2, the Company will (without limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless,
to the fullest extent permitted by law, each Participating Holder, its directors, officers, employees, stockholders, members, general
and limited partners, agents, affiliates, representatives, successors and assigns (and the directors, officers, employees, stockholders,
members, general and limited partners, agents, affiliates, representatives, successors and assigns thereof), each other Person who participates
as a seller (and its directors, officers, employees, stockholders, members, general and limited partners, agents, affiliates, representatives,
successors and assigns), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer,
director, employee, stockholder, managing director, agent, affiliate, representative, successor, assign or partner of such underwriter
or Qualified Independent Underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) such seller or any such underwriter or Qualified Independent Underwriter and each director,
officer, employee, stockholder, managing director, agent, affiliate, representative, successor, assign or partner of such controlling
Person, from and against any and all losses, claims,


 




    21 


     


    

damages
or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of
counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld
or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively,
“Claims”), insofar as such Claims arise out of, are based upon, relate to or are in connection with (i) any untrue
statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered
under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the documents incorporated by reference
therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact in the information
conveyed by the Company or any underwriter to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission
to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common
law rule or regulation applicable to the Company and relating to any action required of or inaction by the Company in connection with
any such offering of Registrable Securities, and the Company will reimburse any such indemnified party for any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred;
provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent such
Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission
of a material fact made in such registration statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary,
final or summary prospectus or free writing prospectus in reliance upon and in conformity with written information furnished to the Company
by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in
full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of
such securities by such seller.


 


(b)  
Each Participating Holder (and, if the Company requires as a condition to including any Registrable Securities in any registration
statement filed in accordance with Section 2.1 or 2.2, any underwriter and Qualified Independent Underwriter, if any)
shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a)
of this Section 2.9) to the extent permitted by law the Company, its officers and its directors, each Person controlling
the Company within the meaning of the Securities Act and all other prospective sellers and their directors, officers, stockholders, fiduciaries,
managing directors, agents, affiliates, representatives, successors, assigns or general and limited partners and respective controlling
Persons with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of
any material fact from, such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment
or supplement thereto, or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission
or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives
by or on behalf of such Participating Holder or underwriter or Qualified Independent Underwriter, if any,


 




    22 


     


    

specifically
for use therein, and each such Participating Holder, underwriter or Qualified Independent Underwriter, if any, shall reimburse such indemnified
party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such Claim as such expenses are incurred; provided, however, that the aggregate amount which any such Participating Holder
shall be required to pay pursuant to this Section 2.9 (including pursuant to indemnity, contribution or otherwise) shall
in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities
pursuant to the registration statement giving rise to such Claim; provided, further, that such Participating Holder shall
not be liable in any such case to the extent that prior to the filing or confidential submission of any such registration statement or
prospectus or amendment thereof or supplement thereto, or any free writing prospectus utilized in connection therewith, such Participating
Holder has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment
thereof or supplement thereto or free writing prospectus which corrected or made not misleading information previously furnished to the
Company. The Company and each Participating Holder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing
by such Participating Holders to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished
to the Company for use in any such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto,
or any free writing prospectus, are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by
such Participating Holder and its Affiliates as disclosed in the section of such document entitled “Selling Stockholders”
or “Principal and Selling Stockholders” and (ii) the name and address of such Participating Holder. If any additional
information about such Holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed
in any such document, then such Holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence.
Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf
of such indemnified party and shall survive the transfer of such securities by such Holder.


 


(c)  
Indemnification similar to that specified in the preceding paragraphs (a) and (b) of this Section 2.9 (with appropriate
modifications) shall be given by the Company and each Participating Holder with respect to any required registration or other qualification
of securities under any applicable securities and state “blue sky” laws.


 


(d)  
Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement
of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but
the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 2.9, except to the extent the indemnifying party is materially and actually prejudiced thereby
and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this
Section 2.9. In case any action or proceeding is brought against an indemnified party and such indemnified party shall have
notified the indemnifying party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate
therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified
and indemnifying parties exists in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly
notified, to the extent that it


 




    23 


     


    

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


 


(e)  
If for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party
under Sections 2.9(a), (b) or (c), then each applicable indemnifying party shall contribute to the amount paid
or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.
If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such
relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable
considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.9(e)
were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the preceding sentences


 




    24 


     


    

of
this Section 2.9(e). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.9(e) to the contrary,
no indemnifying party (other than the Company) shall be required pursuant to this Section 2.9(e) to contribute any amount
greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant to the
registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party pursuant
to Sections 2.9(b) and (c). In addition, no Holder of Registrable Securities or any Affiliate thereof shall be required
to pay any amount under this Section 2.9(e) unless such Person or entity would have been required to pay an amount pursuant
to Section 2.9(b) if it had been applicable in accordance with its terms.


 


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


 


(g)  
The indemnification and contribution required by this Section 2.9 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


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


 


Section 3.  
Underwritten Offerings.


 


3.1.  
Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering pursuant to a registration
requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such
underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating
Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and
warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of
that type, including indemnities and contribution agreements on substantially the same terms as those contained herein or as otherwise
customary for the lead underwriter. Every Participating Holder shall be a party to such underwriting agreement. Each Participating Holder
shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary
representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to
the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration
statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person
under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds
received by such


 




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Participating Holder
upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information
about such Holder specifically provided by such Holder for use in the registration statement and prospectus.


 


3.2.  
Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall
have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable
Securities to be included in such registration shall be subject to such underwriting agreement. Each such Participating Holder shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary
representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to
the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration
statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person
under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder
upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information
about such Holder specifically provided by such Holder for use in the registration statement and prospectus.


 


Section 4.  
General.


 


4.1.  
Adjustments Affecting Registrable Securities. The provisions of this Agreement shall apply, to the full extent set forth
herein with respect to the Registrable Securities, to any and all shares of capital stock of the Company, any successor or assign of
the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary or parent company of the
Company which may be issued in respect of, in exchange for or in substitution of, Registrable Securities and shall be appropriately adjusted
for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.


 


4.2.  
Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange
Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited
to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under
the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file
such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales
by such Holder under Rule 144, or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such
further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, or  any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will promptly
deliver to such Holder a written statement as to whether it has complied with such requirements.


 


4.3.  
Nominees for Beneficial Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial
owner thereof may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action
by any Holder or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number


 




    26 


     


    

or percentage of
shares constituting Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement); provided,
however, that the Company shall have received evidence reasonably satisfactory to it of such beneficial ownership.


 


4.4.  
Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this
Agreement shall be effective against the Company or any Holder unless such modification, amendment or waiver is approved in writing by
the Company and the Holders holding a majority of the Registrable Securities then held by all Holders; provided that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a Holder of Registrable
Securities, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision
hereof (whether or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof or of any other or future exercise of any such right, power or privilege.


 


4.5.  
Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given (i) if personally delivered, on the date of delivery,
(ii) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date
of delivery to such courier service, (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5th)
Business Day following the date of such deposit, (iv) if delivered by facsimile transmission, upon confirmation of successful transmission,
(x) on the date of such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the recipient party
on a Business Day, and (y) on the next Business Day following the date of transmission, if such transmission is completed after
5:00 p.m., local time of the recipient party, or is transmitted on a day that is not a Business Day, or (v) if via e-mail communication,
on the date of delivery. All notices, demands and other communications hereunder shall be delivered as set forth below and to any subsequent
holder of Stock subject to this Agreement at such address as indicated by the Company’s records, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice:


 


if to the Company, to:


 


 


 


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


 


4.6.  
Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the
parties hereto,


 




    27 


     


    

whether so expressed
or not. This Agreement may not be assigned by the Company without the prior written consent of the Holders. No Holder shall have the
right to assign all or part of its or his rights and obligations under this Agreement to any Person without the consent of the Company
and unless such Person duly executes and delivers to the Company a Joinder Agreement. Upon any such assignment, such assignee shall have
and be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned,
any reference to the assigning Holder shall be treated as a reference to the assignee. If any Holder shall acquire additional Registrable
Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement. Additional
Persons may become parties to this Agreement as Holders with the consent of the Company (not to be unreasonably withheld or delayed),
by executing and delivering to the Company the Joinder Agreement.


 


4.7.  
Termination.


 


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


 


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


 


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


 


(b)  
This Agreement shall terminate on the date that is five (5 years from date hereof.


 


(c)  
Notwithstanding clauses (a) and (b) above, Section 2.5, Section 2.9, Section 4.9 and Section 4.13
shall survive termination of this Agreement.


 


4.8.  
Entire Agreement. This Agreement and the other documents referred to herein or delivered pursuant hereto which form part
hereof constitute the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof.


 


4.9.  
Governing Law; Jurisdiction; Waiver of Jury Trial.


 


(a)  
This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect
to the principles of conflict of laws thereof.


 


(b)  
Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement may be brought against any of the parties in the United States District Court for the Southern District of New York or
any New York state court located in New York, New York, and each of the parties hereby consents to the exclusive jurisdiction of such
court (and of the appropriate appellate courts) in any such suit, action


 




    28 


     


    

or
proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.


 


4.10.  
Interpretation; Construction.


 


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


 


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


 


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


 


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


 


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


 




    29 


     


    

any right it may
have to require the obtaining, furnishing or posting of any such bond or similar instrument.


 


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


 


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


 


4.16.  
Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information
regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required
to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to
receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in
this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required
to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring
material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state
a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the
Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke
subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative
burden on the Company arising in connection with any such Opt-Out Requests.


 




    30 


     


    

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


 


[Remainder of Page
Intentionally Left Blank]


 




    31 


     


    

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


 


	 	THE COMPANY:
	 	 	 	 
	 	Grove Collaborative, Inc.,
	 	a Delaware public benefit corporation
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:  	 




    [Signature Page to Amended and Registration Rights Agreement]


     


    

	 	HOLDERS
	 	 
	 	Virgin Group Acquisition Sponsor II LLC,
	 	a Cayman Islands limited liability company
	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:  	 
	 	 	 	 
	 	[OTHER HOLDERS]




    [Signature Page to Amended and Registration Rights Agreement]


     


    

Exhibit A


 


JOINDER AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


Section
3.  
Representations and Warranties of the New Holder.


 


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


 


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


 


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


 




    Exhibit A-1


     


    

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


 


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


 


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


 


[Signature
pages follow]


 




    Exhibit A-2


     


    

Exhibit
A


 


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


 


	 	[TRANSFERRING HOLDER]
	 	 
	 	[ _____]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	NEW HOLDER
	 	 
	 	[ _____]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Notice Address: [            ]
	 	[ _____]
	 	[ _____]
	 	Attn: [                             ]
	 	Facsimile: [              ]


 


Accepted
and Agreed to as of


the
date first written above:


 


	COMPANY	 
	 	 	 	 
	Grove Collaborative, Inc.	 
	 	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




    Exhibit A-3