Common use of Short-Form Registrations Clause in Contracts

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders of Investors holding a majority of the TPG Group Registrable Securities Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares and (iii) the Investors holding a majority of the PIPE Shares shall be entitled to request an unlimited number of Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (subject i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to Section 1(e))inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the holders twelve (12) month period preceding the date of a majority of the JAC Group Registrable Securities shall be entitled to request two such request, already effected three (23) Short-Form Registrations and (iii) for the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) requesting a Short-Form Registration, in each case, in which the Company shall pay all Registration Expensespursuant to this Section 2(c). Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority Registrable Securities that hold (in the aggregate, together with such holder(s) Affiliates) greater than or equal to 5% of the TPG Group Registrable Securities (each, a “Major Holder”) shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $5,000,000; provided that the Company shall not be required to pay Registration Expenses of any Short-Form Registrations requested pursuant to this Section 1(c) in excess of two (2) such registrations in any twelve (12) month period. Demand Registrations will (including Long-Form Registrations, with it being understood that Long-Form Registrations on any applicable short form shall not be counted against the number of available requests under Section 1(b)) shall be Short-Form Registrations whenever the Company is permitted to use any applicable short formform and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the CompanyCompany is qualified to and, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securitiesrequesting Major Holder, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Shelf Registration”), then the Company shall use commercially reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, and once effective, the Company shall use commercially reasonable efforts to cause such Required Shelf Registration to remain effective until for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short formShort Form Registration. After the Company has become subject to the reporting requirements of the Securities Exchange ActDe-SPAC Transaction, the Company shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All If the Investors initially requesting a Short-Form Registrations shall Registration request that such Short-Form Registration be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to promptly file and cause the Required a Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after filing, and, once effective, the filing thereof and the Company shall cause use its reasonable best efforts to keep such Required shelf registration continuously effective following such registration. Any request for an underwritten offering using such Shelf Registration (an “Underwritten Takedown”) shall be deemed a Demand Registration. The provisions of Section 1(a) shall apply mutatis mutandis to remain effective until each Underwritten Takedown, with references to “filing of the date registration statement” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering and “value (based on which all TPG Group Registrable Securities, JAC Group Registrable Securities the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or Amin Group Registrable Securitiesprospectus supplement, as applicable, for any Long-Form Registration)” being deemed to be replaced with “price to the public (net of any underwriters’ discounts or commissions);” provided that Investors participating in an Underwritten Takedown shall only include Investors whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3 or any similar applicable short form registration have been sold pursuant statement, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. The Company shall file a registration statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such Short Form-Registration (subject to the Required Registrationlimitations set forth herein) promptly following the Company’s receipt of a Demand Notice therefor and, in any event, within thirty (30) days after the date the Demand Notice is duly delivered to the Company in accordance with this Agreement.

Short-Form Registrations. In addition to the Long-Form Registrations provided Requests for registration of Registrable Securities pursuant to Section 1(b), 9.1(a) will be on Form S-3 or any similar or successor short form registration (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of “Short-Form Registrations (subject to Section 1(e)), (iiRegistrations”) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short short-form. After the The Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall will use its commercially reasonable best efforts to continue to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by To the holders of extent the Company is a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable SecuritiesWKSI, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a Company will file an automatic shelf registration statement under the Securities Act on Form S-3 pursuant to (as defined in Rule 415 405 under the Securities Act (the “Required RegistrationAutomatic Shelf Registrations”)) on Form S-3, then the which covers those Registrable Securities which are requested to be sold. The Company shall will use its commercially reasonable best efforts to cause the Required Registration to be declared effective remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act Act) during the period during which such Automatic Shelf Registration is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration is filed, the Company agrees to pay such fee at such time or times as soon the Registrable Securities are to be sold. If the Automatic Shelf Registration has been outstanding for at least three (3) years, at the end of the third year, the Company will refile a new Automatic Shelf Registration covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status and the Company determines that it is not a WKSI, the Company will promptly give written notice to all Registrable Securities Holders and use its commercially reasonable best efforts to refile the Shelf Registration on Form S-3 or, if such form is not available, Form S-1, and use the Company’s commercially reasonable best efforts to have such registration statement declared effective as promptly as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group the Automatic Shelf Registration is no longer useable by the Registrable Securities or Amin Group Holders to sell their Registrable Securities, as applicable, included in Securities and to keep such registration have been sold pursuant statement effective during the period during which such registration statement is required to be kept effective. The Company will, at the Required Registrationrequest of any Registrable Securities Holder, file any post-effective amendments to such Automatic Shelf Registration and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Registrable Securities Holder.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section paragraph 1(b), the holders of Registrable Securities will be entitled to request Short Form Registrations; provided, that (i) the holders of a majority of the TPG Group Preferred Registrable Securities shall be entitled may only initiate up to request an unlimited number of four (4) Short-Form Registrations (subject each a "Demand Short-Form Registration") with respect to Section 1(e))their Preferred Registrable Securities in any fiscal year of the Company, which number shall be reduced by the number of previously consummated Demand Short-Form Registrations by such holders of Preferred Registrable Securities with respect to such securities in such fiscal year, (ii) the holders of a majority of the JAC Group Note Registrable Securities shall be entitled to request two may only initiate four (24) Demand Short-Form Registrations with respect to their Note Registrable Securities in any fiscal year and (iii) the holders of a majority of the Amin Group Warrant Registrable Securities (other than the holders of Series E Warrants who shall be entitled to request one have no Demand Registration rights hereunder) may only initiate two (12) Demand Short-Form Registration, Registration with respect to their Warrant Registrable Securities in each case, in which the Company shall pay all Registration Expensesany fiscal year. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the The Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall will use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All The holders of Registrable Securities agree that they will not request a Long-Form Registration when the Company is eligible to use a Short-Form Registrations shall be underwritten registrationsRegistration; provided, unless otherwise agreed that the Company agrees to include in the prospectus included in any Short-Form Registration Statement, such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the holders of a majority any of the Registrable Securities shareholders selling securities pursuant to such registration statement, whether or not the form used for such registration statement requires the inclusion of such information. The Company will not be obligated to effect any Demand Short-Form Registration unless the anticipated aggregate offering price, net of underwriting discounts and commissions, of the Common Stock to be included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Demand Short-Form S-3 pursuant to Rule 415 under the Securities Act Registration exceeds one million dollars (the “Required Registration”$1,000,000), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the The holders of a majority of the TPG Group Registrable Securities Securities, as a group, shall be entitled to request an unlimited number of Short-registration on Form Registrations S-3, or any similar form (subject to Section 1(e))each, (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) “Short-Form Registration, in each case”), in which the Company shall pay all Registration ExpensesExpenses as provided in Section 6 of this Agreement; provided that, except in the case of one non-underwritten Short-Form Registration (the “Excepted Registration”), the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act must be equal to at least $5,000,000 and which contemplates an underwritten offering must be equal to at least $10,000,000. The offering contemplated by the Excepted Registration shall not be underwritten. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 of the Securities Act, the Company shall use its reasonable best efforts to keep such shelf registration continuously effective for up to 9 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be underwritten registrationssold without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, unless otherwise agreed however, that prior to by the termination of such shelf registration prior to the expiration of such maximum period for the reason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company shall first furnish to each holder of Registrable Securities participating in such shelf registration (i) an opinion, in form and substance reasonably satisfactory to the holders of a majority of the Registrable Securities, of counsel for the Company reasonably satisfactory to the holders of a majority of the Registrable Securities included in requesting such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group registration stating that such Registrable Securities are freely saleable without limitation or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 restriction pursuant to Rule 415 144 under the Securities Act (or any successor provision having similar effect) or (ii) a “No-Action Letter” from the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under staff of the Securities Act as soon as practicable after filing, and, once effective, and Exchange Commission stating that the Company shall cause such Required Registration to remain effective until Securities and Exchange Commission would not recommend enforcement action if the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such shelf registration have been were sold in a public sale other than pursuant to the Required Registrationan effective registration statement or Rule 144.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b2(b), the Whitney Holders (icollectively) and the holders of a majority of the TPG Group Registrable Securities Bain Holders (collectively) shall each be entitled to request pursuant to Section 2(a) an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration ExpensesExpenses whether or not any such Short-Form Registration has become effective; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $25,000,000. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Securities and to remain qualified so that Short-Form Registrations shall continue to be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in available for such registrationoffer and sale. If the Company, pursuant to Majority Whitney Holders and the Majority Bain Holders request of the holder(s) of that a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has Short-Form Registration be filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”)) and the Company is eligible to do so, then the Company shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Required the Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required Shelf Registration, (ii) the date as of which there are no longer in existence any Registrable Securities covered by the Shelf Registration and (iii) an earlier date agreed to in writing by both the Majority Whitney Holders and the Majority Bain Holders. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, the Company shall prepare and file with the Securities and Exchange Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders Majority Presto Investors, on behalf of a majority any and all Presto Investors, (ii) the Majority Metropolitan Parties, on behalf of any and all Metropolitan Parties, and (iii) the TPG Group Registrable Securities Sponsors, shall be entitled to request an unlimited number of Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x) if Pubco has already effected three Short-Form Registrations (subject to Section 1(e)), (iiwhich became effective) for the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) requesting a Short-Form Registrations and Registration pursuant to this Section 2(c), or (iiiy) if Pubco has already effected a Demand Registration (which became effective) in the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Shortpreceding 90-Form Registration, in each case, in which the Company shall pay all Registration Expensesday period. Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders Majority Presto Investors, on behalf of a majority any and all Presto Investors, (ii) the Majority Silver Rock Investors, on behalf of any and all Silver Rock Investors, and (iii) the TPG Group Registrable Securities Sponsors, shall be entitled to request an unlimited number of Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x) if Pubco has already effected three Short-Form Registrations (subject to Section 1(e)), (iiwhich became effective) for the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) requesting a Short-Form Registrations and Registration pursuant to this Section 2(c), or (iiiy) if Pubco has already effected a Demand Registration (which became effective) in the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Shortpreceding 90-Form Registration, in each case, in which the Company shall pay all Registration Expensesday period. Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition Subject to the Long-Form Registrations provided pursuant to provisions of Section 1(b)2.1.4 hereof, (i) the holders Holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e))may, (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request on no more than one (1) Short-Form Registrationoccasion in any six (6) month period, request in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If writing that the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or similar short form registration statement that may be available at such time (“Required Short Form Registration”); provided, then however, that the Company shall use reasonable best efforts not be obligated to cause effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that the Required Registration registration be made pursuant to be declared effective Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a “well known seasoned issuer” as defined under Rule 405 at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than fifteen (15) days after filing, and, once effectivethe Company’s initial receipt of such written request for a Short Form Registration, the Company shall cause register all or such Required portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to remain effective until this Section 2.3 if: (i) Short Form Registration is not available for such offering; or (ii) the date on which all TPG Group Holders of Registrable Securities, JAC Group together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities or Amin Group Registrable Securities, as applicable, included in and such registration have been sold pursuant other equity securities (if any) at any aggregate price to the Required Registrationpublic of less than $10,000,000.

Short-Form Registrations. In addition to the Long-Long Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities Initiating Holders shall be entitled to request an unlimited number of Short-Short Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short formRegistrations. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall use its best all commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Notwithstanding the foregoing, if Short-Form Registrations shall be underwritten registrations, unless otherwise agreed are not available to by the holders of a majority of the Registrable Securities included in such registration. If Company due to the Company’s actions or omissions, pursuant to the then upon request of the holder(sInitiating Holders the Company will use all commercially reasonable efforts to effect a Demand Registration under this Section 1(c) by means of a majority Long-Form Registration and such Long-Form Registration shall not count as one of the TPG Group Registrable Securities, permitted Long-Form Registrations pursuant to Section 1(b). In no event shall the holder(sCompany be obligated to effect more than two (2) of Short-Form Registrations during any twelve (12) month period. The Company shall pay all Registration Expenses in connection with any registration initiated as a majority of the JAC Group Registrable Securities Short-Form Registration whether or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and not it has filed with the Securities Exchange Commission become effective. The Company shall file a registration statement under in connection with any Short-Form Registration with the Securities Act on Form S-3 pursuant SEC within twenty (20) days following its receipt of the Initiating Holder’s notice requesting such Demand Registration. The Company agrees to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use all commercially reasonable best efforts to cause the Required Registration such registration statement to be declared effective under by the Securities Act SEC as soon as practicable possible after filing, and, once effective, its filing with the Company SEC; and (iii) keep such registration statement continuously effective with the SEC for the lesser of: (A) one-hundred-eighty (180) days (which 180-day period shall cause such Required Registration to remain effective until be extended by the date on which all TPG Group Registrable Securities, JAC Group number of days that the sale of Registrable Securities is suspended as described in Section 4(b)); or Amin Group (B) until all Registrable Securities, as applicable, included in Securities covered by such registration statement have been sold pursuant to the Required Registrationsold.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority Registrable Securities, together with the holders of any other securities of the TPG Group Company entitled to inclusion in such registration, proposing to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of not less than twenty million dollars ($20,000,000) shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each caseRegistrations, in which the Company shall pay all Registration Expenses; provided, however, the Company shall not be obligated to effect any such registration pursuant to this Section 1(c) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 pursuant to this Section 1(c). Notwithstanding anything contained herein to the contrary, Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the CompanyCompany is qualified to and, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable SecuritiesSecurities entitled to demand a registration as permitted above, as applicable, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use its reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable practical after filing, and, and once effective, the Company shall cause such Required Registration to remain effective until for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration, or (ii) the date as of which the holders of Registrable Securities that properly requested such Required Registration are able to sell all of their Registrable Securities then held by them within the three (3) month period immediately succeeding such date in compliance with Rule 144 under the Securities Act (the “Effective Period”).

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders of Investors holding a majority of the TPG Group Registrable Securities Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares, (iii) the Investors holding a majority of the PIPE Shares and (iv) the OEP Parties, in each case, shall be entitled to request an unlimited number of Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (subject i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to Section 1(e))inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the holders twelve (12) month period preceding the date of a majority of the JAC Group Registrable Securities shall be entitled to request two such request, already effected three (23) Short-Form Registrations and (iii) for the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) requesting a Short-Form Registration, in each case, in which the Company shall pay all Registration Expensespursuant to this Section 2(c). Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short formShort Form Registration. After the Company has become subject to the reporting requirements of the Securities Exchange ActTransaction, the Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All If the Investors initially requesting a Short-Form Registrations shall Registration request that such Short-Form Registration be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), and the Company is qualified to do so, then the Company shall use its commercially reasonable best efforts to promptly file and cause the Required a Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after filing, and, once effective, the filing thereof and the Company shall cause use its commercially reasonable efforts to keep such Required shelf registration continuously effective following such registration. Any request for an underwritten offering using such Shelf Registration (an “Underwritten Takedown”) shall be deemed a Demand Registration. The provisions of Section 1(a) shall apply mutatis mutandis to remain effective until each Underwritten Takedown, with references to “filing of the date registration statement” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering and “value (based on which all TPG Group Registrable Securities, JAC Group Registrable Securities the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or Amin Group Registrable Securitiesprospectus supplement, as applicable, for any Long-Form Registration)” being deemed to be replaced with “price to the public (net of any underwriters’ discounts or commissions);” provided that Investors participating in an Underwritten Takedown shall only include Investors whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). If for any reason the Company becomes ineligible to utilize Form S-3 or any similar applicable short form registration have been sold pursuant statement, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. The Company shall file a registration statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such Short Form-Registration (subject to the Required Registrationlimitations set forth herein) promptly following the Company’s receipt of a Demand Notice therefor and, in any event, within forty-five (45) days after the date the Demand Notice is duly delivered to the Company in accordance with this Agreement.

Short-Form Registrations. In addition Subject to the Long-Form Registrations provided pursuant to provisions of Section 1(b)2.1.4 hereof, (i) the holders Holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e))may, (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request on no more than one (1) Short-Form Registrationoccasion in any six (6) month period, request in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If writing that the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or similar short form registration statement that may be available at such time (“Required Short Form Registration”); provided, then however, that the Company shall use reasonable best efforts not be obligated to cause effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that the Required Registration registration be made pursuant to be declared effective Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a “well known seasoned issuer” as defined under Rule 405 at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than fifteen (15) days after filing, and, once effectivethe Company’s initial receipt of such written request for a Short Form Registration, the Company shall cause register all or such Required portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to remain effective until this Section 2.3 if: (i) Short Form Registration is not available for such offering; or (ii) the date on which all TPG Group Holders of Registrable Securities, JAC Group together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities or Amin Group Registrable Securities, as applicable, included in and such registration have been sold pursuant other equity securities (if any) at any aggregate price to the Required Registrationpublic of less than $10,000,000. (a)Shelf Registrations.

Short-Form Registrations. (a) In addition to the Long-Form Registrations provided pursuant to Section 1(b)1B, (i) the holders of a majority of the TPG Group WCP Registrable Securities then outstanding and a majority of the Xxxx Registrable Securities then outstanding shall each be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Registrations. The Company shall pay all Registration ExpensesExpenses with respect to Short-Form Registrations, whether or not any such registration has become effective. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After , including Form S-3, and if the Company has become subject managing underwriters (if any) agree to the reporting requirements use of the Securities Exchange Act, the a Short-Form Registration. The Company shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities. If the holders of a majority of the WCP Registrable Securities or the holders of a majority of the Xxxx Registrable Securities initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the registration statement for the Shelf Registration (a “Shelf Registration Statement”) to be filed and to be declared effective under the Securities Act in accordance with Section 4 hereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on Form S-3 such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, registrations unless otherwise agreed to approved by the holders of a majority 66 2/3% of the Sponsor Registrable Securities to be included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b2.01(b), (i) the any holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses, whether or not any such registration has become effective; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $5,000,000 and the request must be made by holders with respect to at least 5% of the Registrable Securities then outstanding. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short formform and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities. If the holders of a majority of the Registrable Securities initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and if the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the Securities and Exchange Commission one or more registration statements on Form S-3 such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, registrations unless otherwise agreed to approved by the holders of a majority of the Registrable Securities included in such initially requesting registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b)1B, each of (ia) the holders of a majority of the TPG Group WCP Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e))then outstanding, (iib) the holders of a majority of the JAC Group Xxxx Registrable Securities shall be entitled to request two (2) Short-Form Registrations then outstanding and (iiic) the holders of a majority of the Amin Group Advent Registrable Securities then outstanding shall be entitled to request one (1) an unlimited number of Short-Form Registration, in each case, in which the Registrations. The Company shall pay all Registration ExpensesExpenses with respect to Short-Form Registrations, whether or not any such registration has become effective. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After , including Form S-3, and if the Company has become subject managing underwriters (if any) agree to the reporting requirements use of the Securities Exchange Act, the a Short-Form Registration. The Company shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities. If (a) the holders of a majority of the WCP Registrable Securities, (b) the holders of a majority of the Xxxx Registrable Securities or (c) the holders of a majority of the Advent Registrable Securities, as the case may be, initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the registration statement for the Shelf Registration (a “Shelf Registration Statement”) to be filed and to be declared effective under the Securities Act in accordance with Section 4 hereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on Form S-3 such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, registrations unless otherwise agreed to approved by the holders of a majority 66 2/3% of the Sponsor Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to and except as provided in the Required Registrationlast sentence of Section 1D(a) below.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b)1B, (i) the holders of a majority of the TPG Group Summit Investor Registrable Securities then outstanding shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company Holdings shall pay all Registration Expenses, whether or not any such registration has become effective; provided that the aggregate offering value of the Summit Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $1,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Demand Registrations will shall be Short-Form Registrations whenever the Company Holdings is permitted to use any applicable short formform (unless Holdings is required to file a Long-Form Registration pursuant to Section 1B) and if the managing underwriters (if any) agree to use a Short-Form Registration. After the Company Holdings has become subject to the reporting requirements of the Securities Exchange Act, the Company Holdings shall use its reasonable best efforts to make Short -Form Registrations available for the sale of Registrable Securities. If the holders of a majority of the Summit Investor Registrable Securities initially requesting a Short-Form Registrations Registration request that such Short-Form Registration be filed pursuant to Rule 415, and if Holdings is qualified to do so, then Holdings shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an Automatic Shelf Registration Statement. If for any reason Holdings is not a WKSI or becomes ineligible to utilize Form S-3, then Holdings shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) one or more registration statements on Form S-3 such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, registrations unless otherwise agreed to approved by the holders of a majority of the Summit Investor Registrable Securities included in such initially requesting registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

Short-Form Registrations. In addition to the Long-Form Registrations provided Requests for registration of Registrable Securities pursuant to Section 1(b), 9.1(a) will be on Form S-3 or any similar or successor short form registration (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of “Short-Form Registrations (subject to Section 1(e)), (iiRegistrations”) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short short-form. After the The Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall will use its reasonable best efforts to continue to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All ShortTo the extent the Company is a “well-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included known seasoned issuer” (as defined in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Rule 405 under the Securities Act on Form S-3 pursuant to Act) (a “WKSI”), the Company will file an automatic shelf registration statement (as defined in Rule 415 405 under the Securities Act (the “Required RegistrationAutomatic Shelf Registrations”)) on Form S-3, then the which covers those Registrable Securities which are requested to be sold. The Company shall will use its reasonable best efforts to cause the Required Registration to be declared effective remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act Act) during the period during which such Automatic Shelf Registration is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration is filed, the Company agrees to pay such fee at such time or times as soon the Registrable Securities are to be sold. If the Automatic Shelf Registration has been outstanding for at least three (3) years, at the end of the third year, if eligible, the Company will refile a new Automatic Shelf Registration covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status and the Company determines that it is not a WKSI, the Company will promptly give written notice to all Registrable Securities Holders and use its reasonable best efforts to refile the Shelf Registration on Form S-3 or, if such form is not available, Form S-1, and use the Company’s reasonable best efforts to have such registration statement declared effective as promptly as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group the Automatic Shelf Registration is no longer useable by the Registrable Securities or Amin Group Holders to sell their Registrable Securities, as applicable, included in Securities and to keep such registration have been sold pursuant statement effective during the period during which such registration statement is required to be kept effective. The Company will, at the Required Registrationrequest of any Registrable Securities Holder, file any post-effective amendments to such Automatic Shelf Registration and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Registrable Securities Holder.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders of Investors holding a majority of the TPG Group Registrable Securities Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares and (iii) the Investors holding a majority of the PIPE Shares shall be entitled to request an unlimited number of Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (subject i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to Section 1(e))inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the holders twelve (12) month period preceding the date of a majority of the JAC Group Registrable Securities shall be entitled to request two such request, already effected three (23) Short-Form Registrations and (iii) for the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) requesting a Short-Form Registration, in each case, in which the Company shall pay all Registration Expensespursuant to this Section 2(c). Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required Registration.Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), (i) the holders Advisor, on behalf of a majority of the TPG Group Registrable Securities any or all Investors, shall be entitled to request Short-Form Registrations for Demand Registrable Securities in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Demand Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities with an unlimited number aggregate market price at the time of request of less than $5,000,000, (ii) if Pubco has already effected three (3) Short-Form Registrations (subject to Section 1(e)), (iiwhich became effective) for the holders of a majority of the JAC Group Demand Registrable Securities shall be entitled to request two (2) requesting a Short-Form Registrations and Registration pursuant to this Section 2(c), or (iii) if Pubco has already effected a Demand Registration (which became effective) in the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Shortpreceding 90-Form Registration, in each case, in which the Company shall pay all Registration Expensesday period. Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formShort-Form Registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Demand Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed If Pubco is qualified to by the holders of a majority of the Registrable Securities included in such registration. If the Companyand, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable SecuritiesAdvisor, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Demand Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration Registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Demand Registrable Securities issuable upon the exercise of Warrants, assuming the exercise of such Warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations The Mandatory Registration and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. any Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After form and, if applicable, the Company has become subject managing underwriters agree to the reporting requirements use of the Securities Exchange Acta Short-Form Registration, and the Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the The holders of at least a majority of the Registrable Securities requested to be included in the Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed Short-Form Registration with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (the or any successor rule then in effect) (a “Required Shelf Registration”). The Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, then the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Demand Registration pursuant to this Section 1 (including, without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-dxxx) as any holder reasonably requests. The Company shall use its reasonable best efforts to cause the Required Registration registration statement or statements filed pursuant to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required a Short-Form Registration to remain effective until such date as is the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any three month period without any restriction pursuant to Rule 144(k) promulgated under the Required RegistrationSecurities Act after taking into account any holders’ status as an affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations The Mandatory Registration and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. any Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After form and, if applicable, the Company has become subject managing underwriters agree to the reporting requirements use of the Securities Exchange Acta Short-Form Registration, and the Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the The holders of at least a majority of the Registrable Securities requested to be included in the Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed Short-Form Registration with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a "Shelf Registration"). The Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the “Required Registration”)Securities Act and usable for resale of Registrable Securities, then the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Demand Registration pursuant to this Section 1 (including, without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-xxxx) as any holder reasonably requests. The Company shall use its reasonable best efforts to cause the Required Registration registration statement or statements filed pursuant to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required a Short-Form Registration to remain effective until such date as is the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any three month period without any restriction pursuant to Rule 144(k) promulgated under the Required RegistrationSecurities Act after taking into account any holders' status as an affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company's transfer agent to such effect.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b7.2(b), RDLT, on behalf of any or all Sxxxxxx Parties, and MPT (ion its own behalf) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group for Demand Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration ExpensesExpenses whether or not any such Short-Form Registration has become effective; provided, however, that the Company shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Demand Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities with an aggregate market price at the time of request of less than $25,000,000, (ii) if the Company has already effected three (3) Short-Form Registrations (which became effective) for the holders of Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 7.2(c), or (iii) if the Company has already effected a Demand Registration (which became effective) in the preceding 90-day period. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short formShort-Form Registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After For so long as the Company has become is subject to the reporting requirements of the Securities Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Demand Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the CompanyCompany is qualified to and, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable SecuritiesRDLT, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Demand Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration Registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise). If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, the Company shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition (1) At all times, ADS shall use its reasonable best efforts to the Longqualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registrations provided Registration”), and, if requested by the Major Stockholder and available to ADS, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Section 1(bSEC Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, (i) the holders of a majority of the TPG Group Registrable Securities Major Stockholder shall be entitled to request an unlimited number of Short-Form Registrations (subject Registrations, if available to Section 1(e))ADS, (ii) with respect to the holders of a majority of the JAC Group Registrable Securities held by the Major Stockholder and its Affiliates in addition to the other registration rights provided herein. In no event shall ADS be entitled obligated to request two (2) Short-Form Registrations and (iii) the holders of effect any shelf registration other than pursuant to a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which subject to the Company shall pay all Registration Expensesimmediately following sentence. Demand Registrations will be Upon filing any Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange ActRegistration, the Company ADS shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause keep such Short-Form Registration effective with the Required SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be declared effective under reasonably requested by the Securities Act Major Stockholder or as soon otherwise required, until such time as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included that could be sold in such registration Short-Form Registration have been sold or are no longer outstanding. To the extent that ADS becomes ineligible to use Form S-3, ADS shall file a “shelf” registration statement on Form S-1 not later than 45 days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. Notwithstanding the foregoing or anything else to the contrary, (A) no Short-Form Registration pursuant to this Section 2.1(i)(1) shall be required unless the Required RegistrationMajor Stockholder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least $50,000,000, and (B) the Major Stockholder shall have the right to demand that ADS effect a registration (including a shelf take-down) pursuant to this Section 2.1(i) no more than four (4) times in any twelve (12) month period.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Investor Registrable Securities shall be entitled to request pursuant to Section 1(a) an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses, whether or not any such registration is consummated. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Investor Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicablein connection with any Demand Registration, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration or (ii) the date as of which the holder(s) of Registrable Securities included in such registration (assuming such holder(s) are Affiliates of the Company) are able to sell all of their Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act. At any time or from time to time after the date hereof, any holder of Registrable Securities included in an existing Required Registration shall have the right to request, by delivery of a written notice to the Company, that such holder wishes to effect an underwritten offering of all or a portion of the Registrable Securities included in an existing Required Registration and, as soon as reasonably practicable after receiving such notice (but in no event later than 20 days after receiving such notice), the Company shall file with the Securities and Exchange Commission such amendments to the applicable Required Registration and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Required Registration.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders Majority Careamax Investors, on behalf of a majority any and all Caremax Investors, (ii) the Majority IMC Investors, on behalf of any and all IMC Investors, and (iii) the TPG Group Registrable Securities Majority Deerfield Investors shall be entitled to request Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an unlimited number aggregate market price at the time of request of less than $5,000,000, (ii) if Pubco has already effected three (3) Short-Form Registrations (subject to Section 1(e)), (iiwhich became effective) for the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) requesting a Short-Form Registrations and Registration pursuant to this Section 2(c), or (iii) if Pubco has already effected a Demand Registration (which became effective) in the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Shortpreceding 90-Form Registration, in each case, in which the Company shall pay all Registration Expensesday period. Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders Majority Presto Investors, on behalf of a majority any and all Presto Investors, (ii) the Majority [***] Investors, on behalf of any and all [***] Investors, and (iii) the TPG Group Registrable Securities Sponsors, shall be entitled to request an unlimited number of Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x) if Pubco has already effected three (3) Short-Form Registrations (subject to Section 1(e)), (iiwhich became effective) for the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) requesting a Short-Form Registrations and Registration pursuant to this Section 2(c), or (iiiy) if Pubco has already effected a Demand Registration (which became effective) in the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Shortpreceding 90-Form Registration, in each case, in which the Company shall pay all Registration Expensesday period. Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities Xxxxx Xxxxx shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses; provided, that the other holders of Registrable Securities shall be entitled to pari passu participation in such registration subject to and in accordance with this Section 1 and Section 2. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicableXxxxx Xxxxx, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then then, subject to the Securities Act and applicable rules and regulations thereunder, the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until for a period ending on the earlier of (A) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration, and (B) the date as of which the holder(s) of the Registrable Securities included in such registration (assuming such holder(s) are Affiliates of the Company) are able to sell all of the Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act; provided, that if Xxxxx Xxxxx initiates a Required Registration, the other holders of Registrable Securities shall be entitled to pari passu participation in such registration subject to and in accordance with this Section 1 and Section 2. At any time that any Short-Form Registration is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of its Registrable Securities included by it on any Short-Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall promptly amend or supplement the Short-Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(c)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice and subject to and in accordance with this Section 1 and Section 2, deliver such notice to all other holders of Registrable Securities included in any Short-Form Registration and permit each holder to include its Registrable Securities included on a Short-Form Registration in the Shelf Offering if such holder notifies the proposing holders and the Company within four business days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter advises the holders of such securities that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 1(d). Notwithstanding anything herein to the contrary (including Section 2), if the Investors wish to engage in an underwritten block trade or similar transaction with a two day or less marketing period, including through filing an automatic shelf registration statement or take-down from an already existing shelf registration statement (collectively, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in this Section 1(c), the Investors will notify the Company of the Underwritten Block Trade on the day such offering is to commence. If requested by the Investors, the Company will promptly notify other holders of Registrable Securities of such Underwritten Block Trade and such other holders of Registrable Securities may elect whether or not to participate no later than the day such offering is to commence (unless a longer period is agreed to by the Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such offering; provided that, notwithstanding anything herein to the contrary, no holder of Registrable Securities holding less than 5% of the Company’s fully diluted common stock, measured as of the time of commencement of such Underwritten Block Trade, will be provided notice or be permitted to participate in an Underwritten Block Trade without the consent of the Investors.

Short-Form Registrations. In addition The Company shall use its reasonable best efforts to the Long-Form Registrations provided pursuant become and remain eligible to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of use Short-Form Registrations Registration (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) “Short-Form Registrations and (iiiShelf”) the holders of a majority for registration of the Amin Group Registrable Securities pursuant to Rule 415 at all times after any of the Company’s equity securities are listed on a national securities exchange. Any Shelf Registration shall be entitled a Short‑Form Shelf so long as the Company is eligible to request one (1) use a Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, and the Company shall use its reasonable best efforts to make convert any Shelf Registration effected as a Long-Form Registration to a Short-Form Registrations on Form S-3 available for Shelf as promptly as reasonably practicable after the sale of Registrable Securities. All Company is eligible to use a Short-Form Registrations Registration. (h) Priority on Underwritten Demand Offerings and Underwritten Shelf Takedowns. The Company shall be underwritten registrations, unless otherwise agreed to by not include in any Underwritten Demand Offering or Underwritten Shelf Takedown any securities which are not Registrable Securities without the holders prior written consent of the Holder(s) of a majority of the Registrable Securities included in such registration. If any managing underwriter(s) advises the CompanyCompany in writing that in its opinion the number of Registrable Securities and, pursuant if permitted hereunder, other securities requested to be included in an Underwritten Demand Offering or Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the request of the holder(sHolder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities requesting such Underwritten Demand Offering or requesting to be included in the holders of a majority of the Amin Group Registrable SecuritiesUnderwritten Shelf Takedown, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause include in such Underwritten Demand Offering or Underwritten Shelf Takedown the Required Registration number which can be so sold in the following order of priority: first, the Registrable Securities requested to be declared effective under included in such registration, which in the opinion of such underwriter(s) can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holder(s) of such Registrable Securities Act as soon as practicable after filingon 5 19572323.8 Execution Version Exhibit 4.1 the basis of the number of shares of Common Stock owned by each such Holder(s), and, once effectivesecond, the Company shall cause such Required Registration securities to remain effective until be sold for the date on which all TPG Group Registrable Securitiesaccount of the Company, JAC Group Registrable Securities or Amin Group Registrable Securitiesand third, as applicable, any other securities requested to be included in such registration have been sold pursuant to the Required Registration.extent permitted hereunder. (i)

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders each holder of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses, provided that the aggregate gross proceeds to be received by the requesting holder, holders of Registrable Securities, or other securities exercising their "piggyback" rights granted by the Company either herein or elsewhere in any such requested Short-Form Registration must exceed $5,000,000. Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of the Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) any holder of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “"Required Registration”"), then the Company shall use reasonable its best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration, or (ii) if the Registrable Securities are held by an affiliate of the Company, the date as of which all Registrable Securities could be sold within a ninety-day period under Rule 144 of the Securities Act, or (B) if the Registrable Securities are held by a non-affiliate of the Company, the date as of which all restrictive legends on the share certificates representing the Registrable Securities could be removed under Rule 144(k) of the Securities Act.

Short-Form Registrations. In addition Subject to the Long-Form Registrations provided pursuant qualifications set forth herein and subject to Section 1(b)any limitations that the Securities and Exchange Commission may impose, (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After short-form (unless the managing underwriter(s) of such offering requests the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Shorta Long-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed Registration in order to by the holders of a majority sell all of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group and HOVRS Registrable Securities or requested to be sold) and (ii) the Clearlake Investors may, in connection with any Demand Registration requested by such holders of that is a majority of Short-Form Registration, require the Amin Group Registrable Securities, as applicable, is qualified Company to and has filed use its commercially reasonable efforts to file such Short-Form Registration with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “Required Shelf Registration”). Notwithstanding anything in this Agreement to the contrary, then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under if the Securities Act and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as soon as practicable after filinga valid secondary offering under Rule 415 due to the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, andthen, once effectivewithout any liability under this Agreement or any further obligation to register such excess Registrable Securities and HOVRS Registrable Securities, the Company shall cause such Required Registration be permitted to remain effective until reduce the date on which all TPG Group Registrable Securities, JAC Group number of Registrable Securities or Amin Group and HOVRS Registrable Securities, as applicable, Securities included in such registration have been sold pursuant statement (pro rata, based on the number of shares requested to be registered, among the Required Registrationholders of such Registrable Securities and HOVRS Registrable Securities) to an amount that does not exceed an amount that the Securities and Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall not be liable for damages under this Agreement as to any Registrable Securities or HOVRS Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a registration statement due to Securities and Exchange Commission guidance relating to Rule 415.

Short-Form Registrations. In addition to the Long-Form Registrations Registration provided pursuant to Section 1(b2(b), each of (i) the holders Majority TOI Investors, on behalf of a majority of any and all TOI Investors and (ii) the TPG Group Registrable Securities Majority Deerfield Investors shall be entitled to request Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an unlimited number aggregate market price at the time of request of less than $25,000,000, (y) if Pubco has already effected three (3) Short-Form Registrations (subject to Section 1(e)), (iiwhich became effective) for the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) requesting a Short-Form Registrations and Registration pursuant to this Section 2(c), or (iiiz) if Pubco has already effected a Demand Registration (which became effective) in the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Shortpreceding 90-Form Registration, in each case, in which the Company shall pay all Registration Expensesday period. Demand Registrations will shall be Short-Form Registrations whenever the Company Pubco is permitted to use any applicable short formform registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become For so long as Pubco is subject to the reporting requirements of the Securities Exchange Act, the Company Pubco shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the offer and sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrationsIf Pubco is qualified to and, unless otherwise agreed pursuant to by the request of the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the a “Required Shelf Registration”), then the Company Pubco shall use its reasonable best efforts to cause the Required Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company Pubco shall cause such Required Shelf Registration to remain effective until (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such registration have been sold or distributed pursuant to the Required RegistrationShelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), (i) the holders of a majority of the TPG Group Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations (subject to Section 1(e)), (ii) the holders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Registrations The Mandatory Registration and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, in each case, in which the Company shall pay all Registration Expenses. any Demand Registrations will shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After form and, if applicable, the Company has become subject managing underwriters agree to the reporting requirements use of the Securities Exchange Acta Short-Form Registration, and the Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the The holders of at least a majority of the Registrable Securities requested to be included in the Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed Short-Form Registration with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (the or any successor rule then in effect) (a “Required Shelf Registration”). The Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, then the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Demand Registration pursuant to this Section 1 (including, without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-xxxx) as any holder reasonably requests. The Company shall use its reasonable best efforts to cause the Required Registration registration statement or statements filed pursuant to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required a Short-Form Registration to remain effective until such date as is the earlier of (i) the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as applicable, included in such the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any three month period without any restriction pursuant to Rule 144(k) promulgated under the Required RegistrationSecurities Act after taking into account any holders’ status as an affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect.