Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. At any time and from time to time on or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after three months prior to any of the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement Insurance Partners Stockholders (the “Lock-up Agreement”"Initiating Holders") with respect shall be entitled to all Registrable Securities held by request in writing that the Clearday Investors, Company use its best efforts to effect the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act Act, and under the securities or "blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or part of their such Initiating Holders' Registrable Securities, as the case may be Securities in accordance with this Section 3 (a “"Demand Registration”"). Any demand such request for a Demand Registration shall specify the number of shares amount of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Upon receiving a request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demandpromptly, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities but in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) no event more than 10 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Initiating Holders shall be entitled to have their Registrable Securities included in the of a request for a Demand Registration, subject give written notice of such Demand Registration to (i) all of the Insurance Partners Stockholders (other than the Initiating Holders), (ii) all holders of (x) the 1992 Common Stock Purchase Warrants, (y) the CentreLine Warrant and (z) the 1998 Common Stock Purchase Warrants, and (iii) in the event that any Insurance Partners Stockholder distributed Registrable Securities to its partners or members, all such partners and members (the Persons in clauses (i), (ii) and (iii) being referred to collectively as the "Other Rightholders"), and thereupon will, as provided in Section 2.1.4 6, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested by the Initiating Holders to register and (ii) all other shares of Common Stock which the Company has been requested in writing to register by such Insurance Partners Stockholders and Other Rightholders (which requests shall specify the number of shares of Common Stock proposed to be sold and the provisos set forth in Section 3.1.1. The intended method of disposition thereof and shall be given to the Company shall not be obligated to effect more than an aggregate within 30 days after the giving of two (2) such written notice of the Demand Registration under this Section 2.1.1 in respect of all Registrable Securitiesby the Company).

Request for Demand Registration. At any time and from time to time on or after three months prior to (i) the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) that Arisz consummates a Business Combination with respect to the Private Units (or underlying securities), Over-Allotment Units (or underlying securities) and Loan Securities (or underlying securities) and all other Registrable Securities held by the Clearday InvestorsSecurities, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Investors, officers or directors of the Arisz or their affiliates, or the transferees of such the Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will Purchaser shall notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time and from time to time on or beginning 180 days after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday InvestorsInitial Public Offering, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, any Initiating Holder may make a written demandrequest to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of all or part of their Registrable Securities, as the case may be this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the ▇▇▇▇▇ Parties, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). Any demand In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders shall specify state the number type and amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after three months prior to any of the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement Insurance Partners Stockholders (the “Lock-up Agreement”"Initiating Holders") with respect shall be entitled to all Registrable Securities held by request in writing that the Clearday Investors, Company use its best efforts to effect the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act Act, and under the securities or "blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or part of their such Initiating Holders' Registrable Securities, as the case may be Securities in accordance with this Section 3 (a “"Demand Registration”"). Any demand such request for a Demand Registration shall specify the number of shares amount of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Upon receiving a request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demandpromptly, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities but in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) no event more than 10 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Initiating Holders shall be entitled to have their Registrable Securities included in the of a request for a Demand Registration, subject give written notice of such Demand Registration to all of the Insurance Partners Stockholders (other than the Initiating Holders) and all holders of (x) the 1992 Common Stock Purchase Warrants and (y) the CentreLine Warrant (the "Other Rightholders"), and thereupon will, as provided in Section 2.1.4 6, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested by the Initiating Holders to register and (ii) all other shares of Common Stock which the Company has been requested in writing to register by such Insurance Partners Stockholders and Other Rightholders (which requests shall specify the number of shares of Common Stock proposed to be sold and the provisos set forth in Section 3.1.1. The intended method of disposition thereof and shall be given to the Company shall not be obligated to effect more than an aggregate within 30 days after the giving of two (2) such written notice of the Demand Registration under this Section 2.1.1 in respect of all Registrable Securitiesby the Company).

Request for Demand Registration. At any time and (a) Following the Effective Date, the TPG Investor shall have the right to make a written request from time to time on or after three months prior (a “Demand Registration Request”) to the first possible date on Company for Registration of all or part of the Registrable Securities held by the TPG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which the restrictions on transfer will lapse under the Lock-up Agreement entered into case such demand may only be made in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the Clearday Investorslimitation set forth in Section 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has become effective and the TPG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (b) Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the holders of Company shall as promptly as practicable file a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Registration Statement (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderStatement”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any relating to such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject and use its commercially reasonable efforts to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) cause such Demand Registration Statement to be promptly declared effective under this Section 2.1.1 in respect of all Registrable Securitiesthe Securities Act.

Request for Demand Registration. At any time and from time to time on or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement a Qualified Public Offering, (the “Lock-up Agreement”x) with respect to all Riverwood so long as any ▇▇ ▇▇▇▇▇▇ holds Registrable Securities held by the Clearday InvestorsSecurities, the holders and thereafter, (y) Holders of a majority-in-interest of such the Registrable Securities (determined on a fully diluted basis) held by all Holders (the Pre“Majority-BC Investors, on In-Interest”) (the one hand, or the Clearday Investors, on the other hand, persons in clauses (x) and (y) are referred to herein as the case may be, or the transferees of such Investors, “Demand Holders”) may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) and plan of distribution thereof. The Company will shall promptly notify all holders other Holders of Registrable Securities of the such demand, and each such holder of Registrable Securities who that wishes to include all or a portion of such holderHolder’s Registrable Securities in the Demand Registration (each such holder Holder including shares of Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within five fifteen (515) days after the receipt by the holder Holder of the notice from the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.8 and the provisos set forth in the first sentence of Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities2.2.

Request for Demand Registration. At any time commencing (i) ------------------------------- two (2) years from the Closing and terminating seven (7) years from time to time on or the Closing and (ii) after three months prior to the first possible date on which Company has qualified for registration of the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investorson Form S-3 or any comparable or successor form or forms, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, Holders may make a written demandrequest for registration (such Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the 1933 Act, on no and under the securities or blue sky laws of any jurisdiction reasonably designated by such Holder or Holders (a "Demand Registration"); provided, the Company will not be required to effect more than one occasion for each two (2) Demand Registrations at the request of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”)Holders pursuant to this Section 7.3. Any demand Such request for a Demand Registration shall specify the number amount of shares of the Registrable Securities proposed to be sold sold, the intended method of disposition thereof and the intended method(s) jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of distribution thereof. The Company will notify all holders of the Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) be registered. Within 15 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Company shall give written notice thereof to all other Holders shall be entitled to have their holding Registrable Securities included (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Holder with respect to which the Demand RegistrationCompany has received written requests for inclusion therein within 15 days of the receipt by such Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, subject to Section 2.1.4 the intended method of disposition thereof and the provisos set forth jurisdictions in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securitieswhich registration is desired.

Request for Demand Registration. At any time and from time to time on or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Suneva Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Suneva Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Suneva Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after three months prior (i) Subject to the first possible date on which limitations contained in the restrictions on transfer will lapse under following paragraphs of this Section 12.2, the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to Holders of 51% or more of all Registrable Securities held outstanding may at any time give to the Company, pursuant to this clause, (i) a written request for the registration by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration Company under the Securities Act of all or any part of their the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 12.2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, as within 30 days after the case may be (date on which the Company shall have given to all Holders a “written notice of registration request pursuant to Section 12.2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration”), and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. Any demand for a Demand Registration shall All written requests made by Holders of Registrable Securities pursuant to this clause (ii) will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of 51% or more of the Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities be included in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and commencing ------------------------------- six (6) months from time to time on or after three months prior to the first possible date on which Closing, the restrictions on transfer will lapse under Holders of a majority of the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all outstanding Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demandrequest for registration (such Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the 1933 Act, on no and under the securities or blue sky laws of any jurisdiction reasonably designated by such Holder or Holders (a "Demand Registration"); provided, the Company will not be required to effect more than one occasion for each (1) Demand Registration at the request of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”)Holders pursuant to this Section 5.3. Any demand Such request for a Demand Registration shall specify the number amount of shares of the Registrable Securities proposed to be sold sold, the intended method of disposition thereof and the intended method(s) jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of distribution thereof. The Company will notify all holders of the Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) be registered. Within 15 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Company shall give written notice thereof to all other Holders shall be entitled to have their holding Registrable Securities included (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Holder with respect to which the Demand RegistrationCompany has received written requests for inclusion therein within 15 days of the receipt by such Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, subject to Section 2.1.4 the intended method of disposition thereof and the provisos set forth jurisdictions in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securitieswhich registration is desired.

Request for Demand Registration. At any time and from time to time on or after (i) three months prior to the first possible release date with respect to the Initial Shares that are Registrable Securities, or (ii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors), the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC InvestorsSponsor, on the one hand, or (y) the Clearday InvestorsCompany Shareholders, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion in any twelve month period for each of the Pre-BC Investors Sponsor and the Clearday InvestorsCompany Shareholders, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company PubCo will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company PubCo within five (5) days after the receipt by the holder of the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company 3.1.1 PubCo shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Sponsor, and up to one (1) Demand Registration initiated by a majority-in-interest of the Company Shareholders) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At (i) Subject to Sections 2(b), 2(d) and 2(e) below, at any time and from time to time on time, if one or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may more Holders shall make a written demandrequest to the Company (the "Demanding Holders"), on no more than one occasion for each the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of (a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to Section 3 hereof) all or part such number of their such Demanding Holder's Registrable Securities, Securities as the case may be (a “Demand Registration”)Demanding Holder shall request in writing. Any demand for a Demand Registration request made pursuant to this Section 2(a) shall be addressed to the attention of the Secretary of the Company, and shall specify the number of shares of Registrable Securities proposed to be sold and registered, the intended method(smethods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2(a). (ii) of distribution thereof. The Whenever the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes shall have received a demand pursuant to include all or a portion of such holder’s Registrable Securities in Section 2(a) to effect the Demand Registration (each of any Registrable Securities, the Company shall promptly give written notice of such holder including shares proposed registration to all Holders of Registrable Securities in Securities, if any. Any such registrationHolder may, a “Demanding Holder”) shall so notify the Company within five twenty (520) days after the receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by the holder of the notice from the Company. Upon any such requestHolder, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 registration and the provisos set forth in Section 3.1.1. The Company such request shall not be obligated considered one of the Demand Registrations under Section 2(a) to effect more than an aggregate of two (2) Demand Registration which Holders are entitled under this Section 2.1.1 in respect of all Registrable Securities2(b)(i).

Request for Demand Registration. At any time and from time to time on or after three months prior to (i) the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) that Parent consummates a Business Combination with respect to all the Registrable Securities held by the Clearday InvestorsSecurities, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Holders, officers or directors of Parent or their affiliates, or the transferees of such Investorsthe Holders, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five ten (510) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of two three (23) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything to the contrary, any holder of Registrable Securities that is affiliated with Lucid may only make a demand on one occasion and only during the five-year period beginning on October 10, 2024. Notwithstanding anything to the contrary, under FINRA Rule 5110(g)(8), Lucid and/or its designees may only make a demand registration on one occasion during the five-year period beginning on October 10, 2024 in accordance with FINRA Rule 5110(g)(8)(B) and (C).

Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities may at any time and from time to time on or after three months prior pursuant to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement this subparagraph (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investorsi), the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion request for each of the Pre-BC Investors and registration by the Clearday Investors, for registration Company under the Securities Act of all or any part of their the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, as within thirty (30) days after the case may be (date on which the Company shall have given to all Holders a “written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration”), and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. Any demand for a Demand Registration shall All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At (i) Subject to Sections 2(b), 2(d) and 2(e) below, at any time and from time to time on time, if one or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may more Holders shall make a written demandrequest to the Company (the "DEMANDING HOLDERS"), on no more than one occasion for each the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of (a "DEMAND REGISTRATION"), and each Demanding Holder shall be entitled to have included therein (subject to Section 3 hereof) all or part such number of their such Demanding Holder's Registrable Securities, Securities as the case may be (a “Demand Registration”)Demanding Holder shall request in writing. Any demand for a Demand Registration request made pursuant to this Section 2(a) shall be addressed to the attention of the Secretary of the Company, and shall specify the number of shares of Registrable Securities proposed to be sold and registered, the intended method(smethods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2(a). (ii) of distribution thereof. The Whenever the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes shall have received a demand pursuant to include all or a portion of such holder’s Registrable Securities in Section 2(a) to effect the Demand Registration (each of any Registrable Securities, the Company shall promptly give written notice of such holder including shares proposed registration to all Holders of Registrable Securities in Securities, if any. Any such registrationHolder may, a “Demanding Holder”) shall so notify the Company within five twenty (520) days after the receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by the holder of the notice from the Company. Upon any such requestHolder, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 registration and the provisos set forth in Section 3.1.1. The Company such request shall not be obligated considered one of the Demand Registrations under Section 2(a) to effect more than an aggregate of two (2) Demand Registration which Holders are entitled under this Section 2.1.1 in respect of all Registrable Securities2(b)(i).

Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, the Holders of a majority of Registrable Securities then outstanding may, at any time and from time to time on or after three months prior time, give to the first possible date on which Company, pursuant to this subparagraph (i), a written request for the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held registration by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration Company under the Securities Act of all or any part of their the Registrable Securities, as the case may be Securities of such Holder (such registration being herein called a “Demand Registration”). Any demand Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, within thirty (30) days after the date on which the Company shall have given to all Holders of Registrable Securities a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on after the earlier to occur of (x) the Closing Date or after three months prior to (y) the first possible date on which occurrence of a Triggering Event, the restrictions on transfer will lapse under Holders holding at least a majority of the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by all Holders (the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors"Initiating Holders"), may make a written demandrequest to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register, for registration under the Securities Act and the securities or blue sky laws of all or part of their Registrable Securitiesany jurisdiction designated by such Initiating Holders (each, as the case may be (a “"Demand Registration”"). Any demand for a Demand Registration shall specify , the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities stated in such registrationrequest; provided, a “Demanding Holder”) shall so notify however, that the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than four (4) such Demand Registrations and no more than one such Demand Registration in any 12-month period; provided, further, that notwithstanding the foregoing, each registration in respect to a Demand Registration must include Registrable Securities having an aggregate market value of two at least $10,000,000 (2) based on the Current Market Value of such Registrable Securities to be included in such Demand Registration on the date of filing of the registration statement). Each such request for a Demand Registration by the Initiating Holders in respect thereof shall specify the intended method of disposition thereof, the jurisdictions in which registration is desired and that the request is for a Demand Registration under this Section 2.1.1 in respect 7.1(a). Within five (5) days after the receipt of such request, the Company shall give written notice thereof to all other Holders holding Registrable Securities. Any such Holder may, within 10 days after such notice is given, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration. Each request from a Holder shall specify the number of Registrable Securities to be registered and the jurisdictions in which registration is desired. The failure of any Holder to respond within such 10-day period shall be deemed to be a waiver of such Holder's rights under this Section 7.1(a) with respect to such Demand Registration. Any Holder may waive its rights under this Section 7.1(a) prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Holder sends the Company a written request for inclusion of part or all of such Holder's Registrable Securities in a registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. Notwithstanding anything to the contrary in this Section 7.1(a), at any time after the Company is, and for so long as the Company continues to be, eligible to use Form S-3 (or any successor form thereto) under the Securities Act for registration of the resale of Registrable Securities, the Company shall not be obligated to effect more than three (3) Demand Registrations under this Section 7.1(a). On the date that the Company becomes so eligible to use Form S-3 (or any successor form thereto) under the Securities Act, the Company shall notify each Holder in writing of such eligibility, and shall represent and warrant to each Holder in writing that, as of such date, the Company meets the requirements for use of Form S-3 (or any such successor form thereto) for registration of the resale of Registrable Securities and does not have any knowledge or reason to believe that it would not continue to meet such requirements or any actual knowledge of any fact which would reasonably result in its not meeting such requirements. The Company shall immediately notify each Holder in writing in the event that such representation shall cease to be true and correct in any respect, whereupon the number of Demand Registrations which the Company is obligated to effect under this Section 7.1(a) shall be increased to four (4) (less any Demand Registrations previously used).

Request for Demand Registration. At Subject to Section 2.12, at any time and from time to time on after the consummation of the Company Spin-Off, a Requesting Holder (or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handRequesting Holders, as the case may be, or the transferees of such Investors, ) may make a written demandrequest (a “Demand Registration Notice”) to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of all or part this Agreement, the number of their Registrable Securities, as the case may be Securities stated in such request (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than three (3) such Demand Registrations in the aggregate or (ii) any Demand Registration (A) with respect to which the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $40 million (after giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration includes all of the then outstanding Registrable Securities; provided, however, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration for the purposes of Section 2.01(a)(i) if, after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the Registrable Securities of the Requesting Holder(s) sought to be included in such Demand Registration, or (B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of the Registrable Securities requested to be registered. Any demand Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the case may be) shall specify state the number amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Subject to this Section 2.01, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of shall effect such holder’s Registrable Securities in the Demand Registration (each using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject Registration on Form S-3 pursuant to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities2.02.

Request for Demand Registration. At any time and from time to time on time, following the Effective Date, an Initial Holder or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement a Permitted Group (collectively, the “Lock-up AgreementInitiating Holders”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demandrequest to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register on a Registration Statement, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), in accordance with the terms of all or part of their Registrable Securities, as the case may be this Agreement (a “Demand Registration”), the number of Registrable Securities (or, in the case of a Permitted Group, shares of Common Stock) stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two (2) such Demand Registrations on behalf of the Initial Holders and more than one (1) such Demand Registration on behalf of a Permitted Group (it being agreed and understood that once a Demand Registration has been made by a Permitted Group (and consented to by the Company hereunder) no other Permitted Group may make a Demand Registration hereunder), (ii) a Demand Registration by an Initial Holder to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Closing Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $4,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities, (iii) any such Demand Registration within 90 days (or such shorter period as the Company may determine in its sole discretion) of the effective date of a prior Registration Statement for an offering of Common Stock (other than a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), (iv) any such Demand Registration, other than a Demand Registration requested by a Permitted Group, if at the time the Company is not filing reports pursuant to Sections 13(a) or 15(d) of the Exchange Act or (v) a Demand Registration on behalf of a Permitted Group without the consent of the Company, such consent not to be unreasonably withheld. Any demand The Company shall give written notice to each member of the Permitted Group of its determination to refuse such Demand Registration promptly after the occurrence thereof. If the Company refuses a Demand Registration, such request shall not count as a Demand Registration for purposes of clause (i) above. In addition, if the board of directors of the Company, in its good faith judgment, determines that any registration of securities should not be made or continued because it would materially interfere with any material or potentially material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations related thereto, or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company or otherwise make it undesirable for the Company to complete a Demand Registration at that time (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than one 90-day period has passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Holders participating in the relevant Registration Statement of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 2(a) due to a Valid Business Reason for more than 120 days in the aggregate in any twelve month period. Each request for a Demand Registration by the Initiating Holders shall specify state the number type and amount of shares of Registrable Securities securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At Subject to the provisions of Section 2(c) of this Agreement, the registration rights of the Existing Holders set forth in the Stockholders' Agreement and the limitations on transfer contained in Section 5.4 of the Stock Purchase Agreement, at any time and from time to time on or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday InvestorsLock Up, the holders of a majority-in-interest of such Registrable Securities held by Licensors will have the Pre-BC Investors, on right to require the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion Company to register for each of the Pre-BC Investors offer and the Clearday Investors, for registration sale under the Securities Act of all or part a portion, [* *], of their the Registrable SecuritiesShares then outstanding. To exercise this right, as the case may be (Licensors must provide the Company with a “Demand Registration”). Any demand for a Demand Registration shall specify joint written request specifying the number of shares of the Registrable Securities proposed Shares that they want the Company to be sold register and the Licensors' intended method(s) of distribution thereofdistribution. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such requestIf desired, the Demanding Holders shall Licensors will be entitled to have their Registrable Securities included in the Demand Registrationselect one or more nationally recognized investment banks to serve as Underwriters for an Underwritten Offering made pursuant to this Section 2, subject to the approval of the Company, which approval will not be unreasonably withheld or delayed. The Licensors acknowledge that the Company may include in a Registration Statement filed pursuant to this Section 2.1.4 2 shares of 3DP Common Stock for resale by other holders of 3DP Common Stock, including the Existing Holders, or for the account of the Company; provided, however, that if the shares of 3DP Common Stock included by the Company and the provisos set forth in Section 3.1.1. The Company shall not be obligated Existing Holders constitute at least a majority of the shares of 3DP Common Stock included on a Registration Statement filed pursuant to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect 2, such Registration Statement will be deemed to be filed pursuant to Section 3 of all Registrable Securitiesthis Agreement.

Request for Demand Registration. At any time and from time to time on or after three months prior (i) Subject to the first possible date on which limitations contained in the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investorsfollowing paragraphs of this Section 2, the holders of a majority-in-interest at least 20% of such Registrable the total number of outstanding Restricted Securities held by may at any time after the Pre-BC Investorsearlier to occur of (A) November 18, on 2002 and (B) the one handCompany's initial public offering of the Common Stock, or give to the Clearday InvestorsCompany, on the other handpursuant to this clause (i), as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand request for a Demand Registration of Restricted Securities on SEC Form S-1 or any successor form (a "Long-Form Registration"). In the event of any such request for a Demand Registration of Restricted Securities prior to the Company's initial public offering of the Common Stock, the proposed public offering price (prior to underwriters' discounts and expenses) shall specify be equal to or exceed $15.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to the number of shares of Registrable Securities proposed to be sold Common Stock) and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of proposed aggregate proceeds to the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in Stockholders requesting the Demand Registration and the Company (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”prior to underwriters' discounts and expenses) shall so notify be at least $30,000,000. In addition, at such time as the Company within five is eligible to utilize SEC Form S-3 or any successor form thereto, the holders of at least 10% of the total number of outstanding Restricted Securities may give to the Company pursuant to this clause (5i) a written request for a demand registration of Restricted Securities with an anticipated aggregate public offering price of not less than $5,000,000 on SEC Form S-3 or any successor form thereto (a "Short-Form Registration"). Within 10 days after the receipt by the holder Company of the notice from the Company. Upon any such written request, the Demanding Holders shall be entitled Company will give written notice of such registration request to have their Registrable Securities included all Stockholders. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, subject (A) the Company will be obligated and required to include in such Demand Registration all Restricted Securities with respect to which the Company shall receive from Stockholders, within 30 days after the date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to Section 2.1.4 2(a)(i) hereof, the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in such Demand Registration, and (B) the provisos set forth Company will use its reasonable best efforts in Section 3.1.1. The good faith to effect promptly the registration of all such Restricted Securities; provided, that, the Company shall not be obligated and required to effect more than an aggregate cause the effectiveness of two (2) a Demand Registration under this Section 2.1.1 of any convertible Restricted Securities unless and until such convertible Restricted Securities included in respect of all Registrable Securities.a Demand Registration shall have been

Request for Demand Registration. At any time and from time to time on or after three months prior to (i) the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) that Parent consummates a Business Combination with respect to all the Registrable Securities held by the Clearday InvestorsSecurities, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Holders, officers or directors of the Parent or their affiliates, or the transferees of such Investorsthe Holders, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”); provided, however, that the Purchaser shall only be obligated to effect a Demand Registration if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after three months prior Subject to the first possible terms and conditions of this Agreement, upon the earlier of (i) March 31, 2021 and (ii) the date on which the restrictions on transfer will lapse under Board of Directors determines to abandon the Lock-up Agreement entered into strategic alternatives process announced in connection with its earnings release for the Merger Agreement quarter ended September 30, 2019 (the “Lock-up AgreementSpecified Date”) with respect to all Registrable Securities held by the Clearday Investors), the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, Requesting Holder (or the Clearday Investors, on the other handRequesting Holders, as the case may be) holding Registrable Securities with a liquidation preference or market value (calculated based on the good faith estimate of the Requesting Holder) of at least $20 million (or, or the transferees of if less, all such Investors, Registered Holder’s Registrable Securities) may make a written demandrequest (a “Demand Registration Notice”) to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of all or part this Agreement, the number of their Registrable Securities, as the case may be Securities stated in such request (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect any Demand Registration if the Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of the Registrable Securities requested to be registered. Any demand Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the case may be) shall specify state the number amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of shall effect such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify using the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securitiesappropriate SEC form.

Request for Demand Registration. At any time and from time to time on or after (i) the date that the Parent consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) Release Date with respect to all other Registrable Securities held by the Clearday InvestorsSecurities, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Investors, officers or directors of the Parent or their affiliates, or the transferees of such the Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will notify notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Purchaser’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos provisions set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At Subject to Sections 2(b), 2(d) and 2(e) below, at any time and from time to time on time, if one or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may more Holders shall make a written demandrequest to the Company (the "Demanding Holders"), on no more than one occasion for each the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of (a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to, as applicable, Section 10 hereof) all or part such number of their such Demanding Holder's Registrable Securities, Securities as the case may be (a “Demand Registration”)Demanding Holder shall report in writing. Any demand for a Demand Registration request made pursuant to this Section 2(a) shall be addressed to the attention of the secretary of the Company, and shall specify the number of shares of Registrable Securities proposed to be sold and registered, the intended method(smethods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2(a). Whenever the Company shall have received a demand pursuant to Section 2(a) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in effect the Demand Registration (each such holder including shares of any Registrable Securities in such registrationSecurities, a “Demanding Holder”) shall so notify the Company shall promptly give written notice of such proposed registration to all Holders of the Securities, if any. Any such Holder may, within five (5) 20 days after the receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by the holder of the notice from the Company. Upon any such requestHolder, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 registration and the provisos set forth in Section 3.1.1. The Company such request shall not be obligated considered one of the Demand Registrations under Section 2(a) hereof to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securitieswhich such Holder is entitled.

Request for Demand Registration. At any time and from time to time on or after (i) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (ii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to the Private Units (or underlying securities), all Registrable Securities held by the Clearday InvestorsAlps Global Shareholders, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the Clearday InvestorsAlps Global Shareholders, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than one occasion in any twelve month period for each of the Pre-BC Investors and the Clearday InvestorsAlps Global Shareholders, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five ten (510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to one (1) Demand Registration initiated by a majority-in-interest of the Alps Global Shareholders) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after three months prior (i) Subject to the first possible date on which limitations contained in the restrictions on transfer will lapse under the Lockfollowing paragraphs of this Section 2, Holders of not less than thirty-up Agreement entered into in connection with the Merger Agreement three and one third percent (the “Lock-up Agreement”33.3%) with respect to of all Registrable Securities held at any time outstanding may, at any time after the earlier of (A) the date that is one hundred and eighty (180) days following the completion of the Company’s initial underwritten public offering, and (B) December 1, 2010, give to the Company a written request for the registration by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration Company under the Securities Act of all or part any portion of their the Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand ; provided that any such request for registration shall be given only in connection with the registration of not less than 200,000 shares of Common Stock (or such greater or lesser number of shares as shall result from a stock split or stock dividend). (ii) Subject to the limitations contained in the following paragraphs of this Section 2, upon receipt of a written request for any Demand Registration, the Company shall promptly give written notice of such proposed Demand Registration to all other Holders. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after the date the Company provides its notice, to elect to have included in such Demand Registration such of their Registrable Securities as such Holders may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2(c). (iii) Following the expiration of the time period set forth in Section 2(a)(ii), the Company will file a Registration Statement on Form S-l or other applicable form within thirty (30) days of such expiration relating to the offer and sale of all such Registrable Securities by the Holders from time to time pursuant to Rule 415 under the Securities Act. All written requests made by Holders of Registrable Securities pursuant to this Section 2(a) will specify the number of shares of Registrable Securities proposed to be sold registered and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of agrees that until the demandRegistration Statement is filed, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company will not pay any bonuses to its Chairman and President nor shall any incentive securities vest or be awarded to such individuals; provided, however, if the Registration Statement is filed within five the required thirty (530) days after the receipt by the holder of the notice from the Company. Upon any such requestday period, the Demanding Holders bonuses and vesting of incentive securities for the thirty (30) day period shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securitiesrestored.

Request for Demand Registration. At any time and from time to time on or after (i) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (ii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Locklock-up Agreement agreement entered into by the Reservoir Investors in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Reservoir Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Reservoir Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than one occasion three occasions in any twelve month period for each of the Pre-BC Investors and the Clearday Reservoir Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after three months prior to any of the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement Insurance Partners Stockholders (the “Lock-up Agreement”"Initiating Holders") with respect shall be entitled to all Registrable Securities held by request in writing that the Clearday Investors, Company use its best efforts to effect the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act Act, and under the securities or "blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or part of their such Initiating Holders' Registrable Securities, as the case may be Securities in accordance with this Section 3 (a “"Demand Registration”"). Any demand such request for a Demand Registration shall specify the number of shares amount of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Upon receiving a request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demandpromptly, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities but in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) no event more than 10 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Initiating Holders shall be entitled to have their Registrable Securities included in the of a request for a Demand Registration, subject give written notice of such Demand Registration to (i) all of the Insurance Partners Stockholders (other than the Initiating Holders), (ii) all holders of (x) the 1992 Common Stock Purchase Warrants, (y) the CentreLine Warrant and (z) the 1998 Common Stock Purchase Warrants, and (iii) in the event that any Insurance Partners Stockholder distributed Registrable Securities to its partners or members, all such partners and members (the "Other Rightholders"), and thereupon will, as provided in Section 2.1.4 6, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested by the Initiating Holders to register and (ii) all other shares of Common Stock which the Company has been requested in writing to register by such Insurance Partners Stockholders and Other Rightholders (which requests shall specify the number of shares of Common Stock proposed to be sold and the provisos set forth in Section 3.1.1. The intended method of disposition thereof and shall be given to the Company shall not be obligated to effect more than an aggregate within 30 days after the giving of two (2) such written notice of the Demand Registration under this Section 2.1.1 in respect of all Registrable Securitiesby the Company).

Request for Demand Registration. At (i) Commencing upon 180 days after the closing of the Initial Public Offering, subject to the limitations set forth in the following paragraphs of this Section 3.1, the Holders of 20% of the then-outstanding Registrable Securities may at any time and from time to time on or after three months prior give to the first possible date on which Company a written request for the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement registration (the a “Lock-up AgreementDemand Registration”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration Company under the Securities Act of all or any part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofheld by such Holders. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) Within ten business days after the receipt by the holder Company of the notice from the Company. Upon any such written request, the Demanding Holders shall be entitled Company will give written notice of such request to have their Registrable Securities included all Holders. (ii) Subject to the limitations set forth in the following paragraphs of this Section 3.1, after the receipt of a written request for a Demand Registration, (A) the Company will be obligated to include in such Demand Registration all Registrable Securities with respect to which the Company receives from Holders the written requests of such Holders for inclusion in such Demand Registration within 20 days after the date on which the Company gives to all Holders a written notice of registration request pursuant to Section 3.1(a)(i) of this Agreement, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders pursuant to this Section 3.1(a)(ii) will specify the number of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition will, in any case, be an underwritten offering unless the Holders of at least 40% of the Registrable Securities to be included in such Demand Registration otherwise request. (iii) The registration statement filed pursuant to a Demand Registration pursuant to this Section 3.1(a) may, subject to Section 2.1.4 and the provisos limitations set forth in Section 3.1.1. The 3.1(c) hereof, include other securities of the Company shall not be obligated which are held by persons other than the Holders who, by virtue of agreements with the Company, are entitled to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 include their securities in respect of all Registrable Securitiesany such registration.

Request for Demand Registration. At any time and from time to time on or after (i) the date that Parent consummates a Business Combination with respect to the Registrable Securities other than the Founder Shares, or (ii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) Release Date with respect to all Registrable Securities held by the Clearday InvestorsFounder Shares, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Holders, officers or directors of Parent or their affiliates, or the transferees of such Investorsthe Holders, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos provisions set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At Subject to Section 2.12, at any time and from time to time beginning on or the earlier of (x) 45 days after three months prior to the first possible date on which hereof and (y) 5 days after the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held initial Shelf Registration contemplated by Section 2.02 is declared effective by the Clearday InvestorsCommission, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, Requesting Holder (or the Clearday Investors, on the other handRequesting Holders, as the case may be, or the transferees of such Investors, ) may make a written demandrequest (a “Demand Registration Notice”) to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of all or part this Agreement, the number of their Registrable Securities, as the case may be Securities stated in such request (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than two such Demand Registrations in the aggregate on behalf of all Holders or (ii) any Demand Registration (A) with respect to which the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration, at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20 million (after giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration includes all of the then outstanding Registrable Securities; provided, however, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration for the purposes of Section 2.01(a)(i) if, after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the number of Registrable Securities of the Requesting Holder(s) sought to be included in such Demand Registration, or (B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of the Registrable Securities requested to be registered. Any demand Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the case may be) shall specify state the number amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Subject to this Section 2.01, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of shall effect such holder’s Registrable Securities in the Demand Registration (each using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject Registration on Form S-3 pursuant to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities2.02.

Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Holder of the Investor Registrable Securities may, at any time and from time to time on or after three months prior give to the first possible date on which Company, pursuant to this subparagraph (i), a written request for the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held registration by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration Company under the Securities Act of all or any part of their the Investor Registrable Securities of such Holder (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, as within thirty (30) days after the case may be (date on which the Company shall have given to all Holders a “written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration”), and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. Any demand for a Demand Registration shall All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on following 180 days after the closing of the Qualified IPO, and subject to Section 2.12, a Requesting Holder (or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handRequesting Holders, as the case may be, or the transferees of such Investors, ) may make a written demandrequest (a “Demand Registration Notice”) to the Company to register, on no more than one occasion for each of the Pre-BC Investors and the Clearday InvestorsCompany shall register, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of all or part this Agreement, the number of their Registrable Securities, as the case may be Securities stated in such request (a “Demand Registration”), provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than three (3) such Demand Registrations in any 12-month period in the aggregate for all Requesting Holders and (ii) any Demand Registration with respect to which the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $50 million unless such Demand Registration includes all of the then-outstanding Registrable Securities; provided, however, that such Demand Registration shall not be considered a Demand Registration for the purposes of subclause (a)(i) above if, after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.02(f) is less than fifty percent (50%) of the Registrable Securities of the Requesting Holder(s) sought to be included in such Demand Registration. Any demand Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the case may be) shall specify state the number amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Subject to this Section 2.02, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of shall effect such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated on Form S-1 unless it is otherwise then eligible to effect more than an aggregate of two (2) Demand such Registration under this Section 2.1.1 in respect of all Registrable Securitieson Form S-3.

Request for Demand Registration. At any time and from time to time on or after three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) that Mountain Crest consummates a Business Combination, with respect to all Registrable Securities held by the Clearday InvestorsPre-IPO Investors shall receive upon the conversion of the Private Units (or underlying securities), Loan Securities (or underlying securities), and all other Registrable Securities, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Investors, officers or directors of the Mountain Crest or their affiliates, or the transferees of such the Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will Pubco shall notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Pubco within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall not be obligated to effect more than an aggregate of two (2) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, the Holders of a majority of Registrable Securities may, at any time and from time to time on or after three months prior give to the first possible date on which Company, pursuant to this subparagraph (i), a written request for the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held registration by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration Company under the Securities Act of all or any part of their the Registrable Securities of such Holder (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, as within thirty (30) days after the case may be (date on which the Company shall have given to all Holders a “written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration”), and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. Any demand for a Demand Registration shall All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying securities), (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday SoundHound Investors, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the Clearday SoundHound Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than one occasion two occasions in any twelve month period for each of the Pre-BC Investors and the Clearday SoundHound Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five ten (510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to two (2) Demand Registration Registrations initiated by a majority-in-interest of the SoundHound Investors) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the date that the Purchaser consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) Release Date with respect to all other Registrable Securities held by the Clearday InvestorsSecurities, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other handSecurities, as the case may be, held by the Investors, officers or directors of the Purchaser or their affiliates, or the transferees of such the Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will notify notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Purchaser’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos provisions set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying securities), (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Clearday Tomorrow Crypto Investors, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the Clearday Tomorrow Crypto Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than one occasion two occasions in any twelve month period for each of the Pre-BC Investors and the Clearday Tomorrow Crypto Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five ten (510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to one (1) Demand Registration initiated by a majority-in-interest of the Tomorrow Crypto Investors) under this Section 2.1.1 in respect of all Registrable Securities.