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outstanding shares of the Common Stock, or enter into any
contract relating to the issuance of such securities through a private issuance or private placement to such person(s).
Restrictions on Transfer. Shares
of Common Stock held by the Stockholder Parties, and the rights of Stockholder Parties under the Stockholders Agreement, are subject
to restrictions on transfer as set forth in the Stockholders Agreement.
Tag-Along Rights. The Stockholders
Agreement provides that, in the event that one or more Stockholder Parties (the “Selling Stockholders“) propose
to transfer, in a single transaction or a series of related transactions, to a third party purchaser twenty percent (20%) or more
of the issued and outstanding shares of Common Stock in certain types of transfers permitted or approved in accordance with the
Stockholder Agreement (any such transfer, a “Tag-Along Sale“), each other Stockholder Party shall have the right,
but not the obligation, to participate in such Tag-Along Sale at the same price per share of Common Stock as the Selling Stockholders
and on the same terms as the Tag-Along Sale proposed by the Selling Stockholders.
Drag-Along Rights. The Stockholders
Agreement provides that, in the event that one or more Stockholder Parties collectively holding at least a majority in interest
in the aggregate of the issued and outstanding shares of Common Stock of the Issuer (the “Dragging Stockholders“)
receive an offer from a third party purchaser to purchase or otherwise acquire in a transaction (or a series of related transactions)
at least a majority of the issued and outstanding shares of Common Stock of the Issuer (any such transaction, a “Drag-Along
Sale“), then the Dragging Stockholders have the right, by written notice to each Stockholder Party prior to the proposed
effective date of the proposed Drag-Along Sale, to compel each Stockholder Party to sell a proportionate amount of its shares of
Common Stock in the proposed Drag-Along Sale for the same price per share of Common Stock and on the same terms as the Drag-Along
Sale.
IPO Cooperation; Books and Records.
Under the Stockholders Agreement, the Stockholder Parties have agreed, in connection with any initial public offering of the Issuer,
to cooperate with each other and with the Issuer and to take all such action as may be reasonably required in connection therewith
to effectuate, or cause to be effectuated, such initial public offering. Additionally, under the Stockholders Agreement, the Stockholder
Parties are entitled to access to inspect the Issuer’s books and records and to discuss the Issuer’s and its subsidiaries’ affairs
with members of the Issuer’s management.
The foregoing summary of the Stockholders Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholders Agreement
filed herewith as Exhibit 1, which is incorporated herein by reference.
Registration Rights Agreement
Pursuant to the Plan, on the Effective
Date, the Issuer and the recipients of certain of its securities under the Plan, including the Reporting Persons, entered into
a Registration Rights Agreement (the “Registration Rights Agreement“). Under the Registration Rights Agreement,
the Issuer has granted registration rights to those recipients who are party to the Registration Rights Agreement (the “Investors“)
with respect to certain Registrable Securities.
Initial Registration. Pursuant
to the Registration Rights Agreement, the Issuer is required to prepare a registration statement on Form S-3 covering the resale
of Initial Registrable Securities (as defined in the Registration Rights Agreement) and, as soon as reasonably practicable, file
the registration
