Common use of Registration Procedures and Expenses Clause in Contracts

Registration Procedures and Expenses. Parent shall use its reasonable best efforts to file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Registration Statement”) permitting the public resale of all Registrable Securities and shall use its reasonable best efforts to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believes, in its good faith judgment, that the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.

Registration Procedures and Expenses. Parent shall use its reasonable best efforts The Company shall: subject to receipt of necessary information from the Investors, prepare and file with the SEC within ten at least thirty (1030) Business Days following days prior to the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale first anniversary of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing (the “Registrable Securities”) on Date, a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or in the event that the Company is unable to use Form S-3, then on Form S-1) (the “Resale "Registration Statement”") permitting to enable the public resale of all Registrable Securities and shall the Shares by the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions;. use its reasonable best efforts efforts, subject to receipt of necessary information from the Investors, to respond to all comments of the SEC on such Registration Statement within ten (10) calendar days of receipt thereof and to cause the Registration Statement to become effective as soon as practicable; provided that in no event shall the Company be obligated to cause such Resale Registration Statement become effective prior to the first anniversary of the Closing Date;. use its reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be declared necessary to keep the Registration Statement current and continuously effective for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Investors may sell all Shares purchased by the Investors in this Offering without restriction by the volume limitations of Rule 144(e) of the Securities Act or (iii) such time as all Shares purchased by the Investors in this Offering have been sold pursuant to the Registration Statement;. furnish to the Investors with respect to the Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investors may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Investors, provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that such Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; . file documents required of the Company for normal blue sky clearance in states specified in writing by an Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; . bear all Company expenses in connection with the procedures in paragraph (a) through (e) of this Section 7.1 and the registration of the Shares pursuant to the Registration Statement;. advise the Investors promptly after it receives notice or obtains knowledge of the issuance of any stop order by the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain delaying or suspending the effectiveness of the Resale Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and. with a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such time date as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities of the Investors' Shares may be sold resold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x144(k) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect other rule of similar effect or (B) such date as all of the Resale Registration Statement or Investors' Shares shall have been resold; (ii) Parent believes, file with the SEC in its good faith judgment, that the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact timely manner all reports and other documents required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingCompany under the Securities Act and under the Exchange Act; and (yiii) furnish to each Investor upon request, as long as such Investor owns any Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such an event, each holder Investor of Registrable Securities acknowledges any rule or regulation of the SEC that public sales permits the selling of Registrable Securities may not any such Shares without registration.. It shall be made a condition precedent to the obligations of the Company to take any action pursuant to this Section 7.1 that the Resale Registration Statement. Parent Class A Common Stock held Investors shall furnish to the Company such information regarding itself, the Shares to be sold by Effective Time Holders Investors, and the intended method of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers disposition of such stock imposed by applicable securities lawsas shall be required to effect the registration of the Shares.

Registration Procedures and Expenses. Parent shall use its reasonable best efforts to file with the SEC SEC, within ten one (101) Business Days Day following the date which Closing, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) (or, if Parent qualifies does not qualify as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) Securities Act, a resale registration statement (which shall be on Form S-3ASR S-3 if Parent is then eligible to use such form)) permitting the public resale of all shares of Parent Class A Common Stock issued pursuant to Effective Time Holders following the Closing Parent Share Issuance to the Voting Trust and/or any of the Voting Trustees (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Securities Act in accordance with the requirements of the 1933 Securities Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 thereunder (such registration statement on Form S-3ASR or Form S-3statement, the “Resale Registration Statement”) permitting ). If the public resale of all Registrable Securities and Resale Registration Statement is not an Automatic Shelf Registration Statement, Parent shall use its reasonable best efforts to cause such the Resale Registration Statement to be declared effective by the SEC as promptly soon as is practical practicable after filingthe filing thereof. Parent shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of such time as (ai) all Registrable Securities have been sold pursuant thereto and (bii) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Securities Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent agrees to indemnify and hold harmless each holder of Registrable Securities against any losses, claims, damages or liabilities to which such holder may become subject by reason of any untrue statement of a material fact contained in the Resale Registration Statement or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of such holder for use in the Resale Registration Statement. Parent shall have the right to assume the defense and settlement of any claim or suit for which Parent may be responsible for indemnification under this Section 7.06. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.127.06, including, without limitation, including all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent, but excluding any brokerage fees, selling commissions or underwriting discounts incurred by the holders of Registrable Securities in connection with sales under the Resale Registration Statement. Notwithstanding anything to the contrary herein, (xa) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believes, in its good faith judgment, that the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.or

Registration Procedures and Expenses. Parent shall The Company shall: (a) use its commercially reasonable best efforts to file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing Resale Registration Statement (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Mandatory Registration Statement”) permitting with the public Commission on or before the date 30 days following the Closing Date (the “Filing Date”) to register all of the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Shares, the Company shall register the resale of all the Registrable Securities and shall Shares on such other form as is available to the Company; (b) use its commercially reasonable best efforts to cause such Resale Mandatory Registration Statement to be declared effective by within 30 days following the SEC as promptly as is practical after filing. Parent shall use its reasonable best Filing Date (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to maintain include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement until if the earlier of such time as (a) all Commission shall have notified the Company that certain Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it Shares were not eligible for inclusion in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believesin all other cases, within 20 days following the date that 18. 84474864_12 the Company becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, if applicable, the maximum number of such excluded Registrable Shares that the Company is permitted to register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered on the Mandatory Registration Statement; (d) use its commercially reasonable efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement; (e) prepare and file with the Commission such amendments and supplements to such Resale Registration Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the Company’s right to suspend pursuant to Section 4.5; (f) furnish to the Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchasers; (g) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasers and use its good faith judgmentcommercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or any prospectus issued pursuant is not subject to further review by the Commission, the Company shall within three Trading Days following the date of such registration statement may contain an untrue statement notification request acceleration of a material fact or omit to state any material fact required such Resale Registration Statement (with the requested effectiveness date to be stated therein or necessary to make not more than two Trading Days later); (i) upon notification by the statements therein, in light of the circumstances in which they were made, not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges Commission that public sales of Registrable Securities may not be made pursuant to that the Resale Registration StatementStatement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchasers promptly: 19. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.84474864_12

Registration Procedures and Expenses. Parent shall The Company shall: (a) use its commercially reasonable best efforts to file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing Resale Registration Statement (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Mandatory Registration Statement”) permitting with the public resale Commission on or before the date 60 days following the Initial Closing Date (the “Filing Date”) to register all of all the Registrable Shares on Form S-3 under the Securities and shall Act (providing for shelf registration of such Registrable Shares under Commission Rule 415); (b) use its commercially reasonable best efforts to cause such Resale Mandatory Registration Statement to be declared effective by within 30 days following the SEC as promptly as is practical after filing. Parent shall use its reasonable best Filing Date (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Initial Closing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Date”), such efforts to maintain include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 business days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement until if the earlier of such time as (a) all Commission shall have notified the Company that certain Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it Shares were not eligible for inclusion in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believesin all other cases, in its good faith judgment, within 20 days following the date that the Company becomes aware that such additional Resale Registration Statement or is required (the “Additional Filing Date”), a Resale Registration Statement (any prospectus issued pursuant to such registration statement may contain Resale Registration Statement registering such excluded Registrable Shares, an untrue statement of “Additional Registration Statement” and, together with the Mandatory Registration Statement, a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the “Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject ”) to register any lock-up or similar restriction on transfers Registrable Shares that have been excluded (or, if applicable, the maximum number of such stock imposed by applicable securities laws.excluded Registrable Shares that the Company is permitted to register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered on the Mandatory Registration Statement; 22. 74109921_16

Registration Procedures and Expenses. Parent (i) The Company shall use its reasonable best efforts to as soon as practicable, but in no event later than May 31, 2001, prepare and file with the SEC within ten (10) Business Days following the date which Parent qualifies as Commission a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement Registration Statement on Form S-3 (or if such form is unavailable to the Company, on such other form deemed appropriate for the registration statement on Form S-3ASR or Form S-3, of the “Resale Common Stock by the Commission) (the "Initial Registration Statement”") permitting to register up to two million (2,000,000) shares of the public Conversion Shares for resale by the Purchaser ("Registrable Securities") and such Initial Registration Statement shall include the Plan of all Registrable Securities Distribution section set forth in Appendix I ---------- hereof, and shall use its commercially reasonable best efforts to cause such Resale the Initial Registration Statement to become effective as soon as practicable thereafter; provided that the Company shall be declared effective by obligated to include in the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Initial Registration Statement or (ii) Parent believes, in its good faith judgment, that the Resale Subsequent Registration Statement or (as defined herein), as the case may be, the disposition of Conversion Shares held by a Record Transferee (as defined herein) only if the Purchaser transferring any prospectus issued pursuant Conversion Shares to a third party (the "Record Transferee") gives notice of such registration statement may contain an untrue statement of a material fact or omit transfer to state the Company and any material fact required such Record Transferee agrees in writing to be stated therein or necessary to make bound by the statements therein, in light provisions of Section 7 hereof and this Section 6; if the Purchaser converts the Shares into Conversion Shares at any time following the fifth anniversary of the circumstances date hereof and the number of such Conversion Shares is in which they were madeexcess of two million Conversion Shares, not misleading; the Company shall as soon as practicable following such conversion prepare and file with the Commission a second Registration Statement to register such excess Conversion Shares for resale by the Purchaser (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale "Subsequent Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject ," together with the Initial Registration Statement, the "Registration Statements" and, individually, a "Registration Statement"), and shall use commercially reasonable efforts to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.cause the Subsequent Registration Statement to become effective as soon as practicable thereafter;

Registration Procedures and Expenses. Parent shall use its reasonable best efforts to file with the SEC SEC, within ten one (101) Business Days Day following the date which Closing, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”) (or, if Parent qualifies does not qualify as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) Securities Act, a resale registration statement (which shall be on Form S-3ASR S-3 if Parent is then eligible to use such form)) permitting the public resale of all shares of Parent Class A Common Stock issued pursuant to Effective Time Holders following the Closing Parent Share Issuance to the Voting Trust and/or any of the Voting Trustees (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Securities Act in accordance with the requirements of the 1933 Securities Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 thereunder (such registration statement on Form S-3ASR or Form S-3statement, the “Resale Registration Statement”) permitting ). If the public resale of all Registrable Securities and Resale Registration Statement is not an Automatic Shelf Registration Statement, Parent shall use its reasonable best efforts to cause such the Resale Registration Statement to be declared effective by the SEC as promptly soon as is practical practicable after filingthe filing thereof. Parent shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of such time as (ai) all Registrable Securities have been sold pursuant thereto and (bii) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Securities Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent agrees to indemnify and hold harmless each holder of Registrable Securities against any losses, claims, damages or liabilities to which such holder may become subject by reason of any untrue statement of a material fact contained in the Resale Registration Statement or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of such holder for use in the Resale Registration Statement. Parent shall have the right to assume the defense and settlement of any claim or suit for which Parent may be responsible for indemnification under this ‎Section 7.06. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12‎Section 7.06, including, without limitation, including all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent, but excluding any brokerage fees, selling commissions or underwriting discounts incurred by the holders of Registrable Securities in connection with sales under the Resale Registration Statement. Notwithstanding anything to the contrary herein, (xa) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believes, in its good faith judgment, that the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (yb) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.

Registration Procedures and Expenses. Parent shall use its reasonable best efforts The Company shall: within fourteen (14) days immediately following each Closing, such actual date being referred to as the "Registration Date," prepare and file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting S-3 in order to register with the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following SEC under the Closing (the “Registrable Securities”) Securities Act a sale by CELL GENESYS on a delayed or continuous basis pursuant to Rule 415 under the Securities Act any or all of the 1933 Registrable Shares then issued at such Closing through the automated quotation system of the Nasdaq National Market System or the facilities of any national securities exchange on which the Company's Common Stock is then traded, or in privately-negotiated transactions (a "Registration Statement") (notwithstanding anything to the contrary expressed or implied herein, if a registration statement on Form S-3, or any substitute form, is not then available for registration of the Registrable Shares, the Company shall be obligated instead to prepare and file with the SEC a registration statement on Form S-1 in order to register the Registrable Shares under the Securities Act and such registration statement will be a "Registration Statement" for the purposes of this Agreement); subject to receipt of necessary information from CELL GENESYS, use its commercially reasonably efforts to cause such Registration Statement to become effective as soon as possible after the Registration Date, and take all other reasonable actions necessary under any federal law or regulation to permit all Registrable Shares to be sold or otherwise disposed of thereunder; promptly notify CELL GENESYS, at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in accordance or relating to such Registration Statement contains an Untrue Statement; promptly prepare and file with the SEC, and deliver to CELL GENESYS, such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 8.7 below; furnish to CELL GENESYS such number of copies of prospectuses in conformity with the requirements of the 1933 Act and Securities Act, in order to facilitate the rules and regulations public sale or other disposition of all or any of the SEC thereunder. If Parent has Registrable Shares by CELL GENESYS; file such documents as may be required of the Company for normal state securities law clearance for the resale of the Registrable Shares in which states of the United States as may be reasonably requested by CELL GENESYS provided, however, that the Company shall not qualified be required in connection with this paragraph (f) to qualify as a well-known seasoned issuer (as such term is defined foreign corporation or execute a general consent to service of process in Rule 405 under the 0000 Xxx) any jurisdiction; [*] Certain information on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file this page has been omitted and filed separately with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3Commission. Confidential treatment has been requested with respect to the omitted portions. no later than the Registration Date, the “Resale Registration Statement”) permitting the public resale of all Registrable Securities and shall use its reasonable best efforts to cause such Resale Registration Statement all Registrable Shares to be declared effective listed on each securities exchange, if any, on which equity securities by the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain Company are then listed; and bear all expenses in connection with the effectiveness of the Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it procedures in complying with its obligations under this Section 5.128.2, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if other than (i) any stop order is issued fees and expenses, if any, of counsel or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or other advisers to CELL GENESYS, and (ii) Parent believes, in its good faith judgment, that any expenses relating to the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light sale of the circumstances in which they were madeRegistrable Shares by CELL GENESYS, not misleading; including broker's commission, discounts or fees and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities lawstransfer taxes.

Registration Procedures and Expenses. Parent (i) The Company shall use its reasonable best efforts to file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (soon as such term is defined practicable, but in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act no event later than June 30, 2003, prepare and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale Registration Statement on such form deemed appropriate for the registration statement on Form S-3 of the Common Stock by the SEC) (such registration statement on Form S-3ASR or Form S-3, the “Resale "Initial Registration Statement”") permitting to register up to seven million (7,000,000) shares of the public Conversion Shares for resale by the Purchasers ("Registrable Securities") and such Initial Registration Statement shall include the Plan of all Registrable Securities Distribution section set forth in Appendix I hereof or such other Plan of Distribution reasonably acceptable to the Company and Purchasers, and shall use its commercially reasonable best efforts to cause such Resale the Initial Registration Statement to become effective as soon as practicable thereafter; provided that the Company shall be declared effective by obligated to include in the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Initial Registration Statement or (ii) Parent believes, in its good faith judgment, that the Resale Subsequent Registration Statement or (as defined herein), as the case may be, the disposition of Conversion Shares held by a Record Transferee (as defined herein) only if the Purchaser transferring any prospectus issued pursuant Conversion Shares to a third party (the "Record Transferee") gives notice of such registration statement may contain an untrue statement of a material fact or omit transfer to state the Company and any material fact required such Record Transferee agrees in writing to be stated therein bound by the provisions of Section 7 hereof and this Section 6; if the Purchaser converts the Shares at any time as permitted or necessary exercises the Warrants at any time as permitted, into Conversion Shares, and the number of such Conversion Shares is in excess of seven million (7,000,000) Conversion Shares, the Company shall as soon as practicable following such conversion prepare and file with the SEC a second Registration Statement to make register such excess Conversion Shares for resale by the statements therein, in light of Purchasers (the circumstances in which they were made, not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale "Subsequent Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject ," together with the Initial Registration Statement, the "Registration Statements" and, individually, a "Registration Statement"), and shall use commercially reasonable efforts to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.cause the Subsequent Registration Statement to become effective as soon as practicable thereafter;

Registration Procedures and Expenses. (a) Parent shall use its reasonable best efforts to file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Registration Statement”) permitting the public resale of all Registrable Securities and shall use its reasonable best efforts to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believes, in its good faith judgment, that the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.

Registration Procedures and Expenses. Parent shall The Company shall: (a) use its reasonable best efforts to file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following the Closing Resale Registration Statement (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act in accordance with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. If Parent has not qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) on or prior to October 1, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Mandatory Registration Statement”) permitting with the public resale Commission on or before March 31, 2024 (the “Filing Date”) to register the applicable Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of all such Registrable Securities and shall Shares under Commission Rule 415); (b) use its commercially reasonable best efforts to cause such Resale each Mandatory Registration Statement to be declared effective by within 30 days following each Filing Date (or, in the SEC as promptly as is practical after filing. Parent shall use its reasonable best event the staff of the Commission (the “Staff”) reviews and has written comments to any Mandatory Registration Statement, within 90 days following the receipt of such written comments) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Date”), such efforts to maintain include, without limiting the generality of the foregoing, preparing and 18 filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in a Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 20 business days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement until if the earlier of Commission shall have notified the Company that certain Registrable Shares were not eligible for inclusion in such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 5.12, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if (i) any stop order is issued or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or (ii) Parent believesin all other cases, within 30 days following the date that the Company becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, if applicable, the maximum number of such excluded Registrable Shares that the Company is permitted to register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered on the Mandatory Registration Statement; (d) use its commercially reasonable efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement; (e) prepare and file with the Commission such amendments and supplements to such Resale Registration Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the Company’s right to suspend pursuant to Section 4.5; (f) furnish to the Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchasers; (g) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasers and use its good faith judgmentcommercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Resale Registration Statement Company shall not be required in connection with this Section 4.2(g) to qualify as a foreign corporation or execute a general consent to service of process in any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances jurisdiction in which they were made, it is not misleading; and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may now so qualified or has not be made pursuant to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities laws.so consented;

Registration Procedures and Expenses. Parent shall use its reasonable best efforts The Company shall: within fourteen (14) days immediately following each Closing, such actual date being referred to as the "Registration Date," prepare and file with the SEC within ten (10) Business Days following the date which Parent qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the 0000 Xxx) a resale registration statement on Form S-3ASR permitting S-3 in order to register with the public resale of all shares of Parent Class A Common Stock issued to Effective Time Holders following SEC under the Closing (the “Registrable Securities”) Securities Act a sale by CELL GENESYS on a delayed or continuous basis pursuant to Rule 415 under the Securities Act any or all of the 1933 Registrable Shares then issued at such Closing through the automated quotation system of the Nasdaq National Market System or the facilities of any national securities exchange on which the Company's Common Stock is then traded, or in privately-negotiated transactions (a "Registration Statement") (notwithstanding anything to the contrary expressed or implied herein, if a registration statement on Form S-3, or any substitute form, is not then available for registration of the Registrable Shares, the Company shall be obligated instead to prepare and file with the SEC a registration statement on Form S-1 in order to register the Registrable Shares under the Securities Act and such registration statement will be a "Registration Statement" for the purposes of this Agreement); subject to receipt of necessary information from CELL GENESYS, use its commercially reasonably efforts to cause such Registration Statement to become effective as soon as possible after the Registration Date, and take all other reasonable actions necessary under any federal law or regulation to permit all Registrable Shares to be sold or otherwise disposed of thereunder; promptly notify CELL GENESYS, at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in accordance or relating to such Registration Statement contains an Untrue Statement; promptly prepare and file with the SEC, and deliver to CELL GENESYS, such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until termination of such obligation as provided in Section 8.7 below; furnish to CELL GENESYS such number of copies of prospectuses in conformity with the requirements of the 1933 Act and Securities Act, in order to facilitate the rules and regulations public sale or other disposition of all or any of the SEC thereunder. If Parent has Registrable Shares by CELL GENESYS; file such documents as may be required of the Company for normal state securities law clearance for the resale of the Registrable Shares in which states of the United States as may be reasonably requested by CELL GENESYS provided, however, that the Company shall not qualified be required in connection with this paragraph (f) to qualify as a well-known seasoned issuer (as such term is defined foreign corporation or execute a general consent to service of process in Rule 405 under any jurisdiction; no later than the 0000 Xxx) on or prior to October 1Registration Date, 2021, on or before October 15, 2021, Parent shall file with the SEC a resale registration statement on Form S-3 (such registration statement on Form S-3ASR or Form S-3, the “Resale Registration Statement”) permitting the public resale of all Registrable Securities and shall use its reasonable best efforts to cause such Resale Registration Statement all Registrable Shares to be declared effective listed on each securities exchange, if any, on which equity securities by the SEC as promptly as is practical after filing. Parent shall use its reasonable best efforts to maintain Company are then listed; and bear all expenses in connection with the effectiveness of the Resale Registration Statement until the earlier of such time as (a) all Registrable Securities have been sold pursuant thereto and (b) all Registrable Securities may be sold pursuant to Rule 144 under the 1933 Act and any restrictive legend on such Registrable Securities has been removed or will be removed upon resale. Parent shall pay the expenses incurred by it procedures in complying with its obligations under this Section 5.128.2, including, without limitation, all registration and filing fees, exchange listing fees, fees and expenses of counsel for Parent, and fees and expenses of accountants for Parent. Notwithstanding anything to the contrary herein, (x) Parent shall promptly notify each holder of Registrable Securities if other than (i) any stop order is issued fees and expenses, if any, of counsel or threatened by the SEC or any state securities commission in respect of the Resale Registration Statement or other advisers to CELL GENESYS, and (ii) Parent believes, in its good faith judgment, that any expenses relating to the Resale Registration Statement or any prospectus issued pursuant to such registration statement may contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light sale of the circumstances in which they were madeRegistrable Shares by CELL GENESYS, not misleading; including broker's commission, discounts or fees and (y) in such an event, each holder of Registrable Securities acknowledges that public sales of Registrable Securities may not be made pursuant transfer taxes. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Resale Registration Statement. Parent Class A Common Stock held by Effective Time Holders of Company Capital Stock will not be subject to any lock-up or similar restriction on transfers of such stock imposed by applicable securities lawsomitted portions.