Piggyback Registration Rights. The Company shall include on any registration statement or offering statement filed with the SEC, all Origination Shares, all Conversion Shares and all Warrant Shares. In addition to all other remedies at law or in equity or otherwise in connection with any breaches under this Note or the other Transaction Documents, failure to do so in compliance with this Section 2.10 will result in liquidated damages of $20,000, being immediately due and payable to the Holder at its election in the form of cash payment.

Piggyback Registration Rights. (a) If the Company approves for filing a Form S-1 or Form S-3 registration statement under the Securities Act of 1933, as amended, or any successor form, but excluding any Form S-8 or Form S-4 registration statement ("Registration Statement") for a primary offering of Company Common Stock, $0.01 par value per share, ("Common Stock") from January 4, 2021, through January 4, 2024 ("Rights Period"), then the Company will notify the Grantee of its intent to file the Registration Statement ("Filing Notice") at least twenty (20) days prior to the filing of the Registration Statement with the Securities and Exchange Commission ("SEC"). Grantee shall have piggyback registration rights for all of the shares of Common Stock issued upon conversion of the Shares ("Conversion Shares"), if any, in respect of and for any Registration Statement filed during the Rights Period with the SEC, but the piggyback registration rights are only exercisable if the Grantee notifies the Company in writing of his election to exercise his piggyback registration rights within ten (10) days after receipt of the Filing Notice ("Election Notice"). If there is a timely received an Election Notice for any Registration Statement filed during the Rights Period, then the Registration Statement will register all of the Shares for possible resell by the Grantee. (b) All fees and expenses incident to the performance of or compliance with this [Section 3] by the Company shall be borne by the Company, whether or not any Conversion Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all federal and state registration and filing fees; # legal and accounting fees and costs; # cost of any filings required to be made with any national securities market or national quotation system on which the Common Stock is listed or quoted for public trading # fees and costs of compliance with any applicable state securities or Blue Sky laws; # Registration Statement printing expenses (including, without limitation, expenses of printing certificates for registered securities); # messenger, telephone and delivery expenses, # cost of any Securities Act of 1933 liability insurance, if the Company so desires that insurance, and # fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this [Section 3].

Piggyback Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B hereto.

No Registration Rights. Such Member is aware that only the Company can take action to register the Membership Interests in the Company under the Securities Act, and that the Company is under no such obligation and does not propose or intend to do so.

ASSIGNMENT OF REGISTRATION RIGHTS.

Piggy Back Registration Rights. If at any time during the Effectiveness Period there is no effective Registration Statement covering all of the Shares then issued and outstanding and [[Organization B:Organization]] shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then [[Organization B:Organization]] shall include in such registration statement all of such Shares. For clarity, the provisions of this [Section 6(h)] shall require that [[Organization B:Organization]] include the Shares to be issued pursuant to Section of the Securities Purchase Agreement on the first registration statement it files following the date hereof.

Pursuant to Section 1 of the Side Letter, on the date hereof, Sponsor hereby transfers, assigns and conveys # 119,123 Sponsor Transferred Shares (the “Crestview Investor I Shares”) to Crestview Investor I and # 5,877 Sponsor Transferred Shares (the “Crestview Investor II Shares”) to Crestview Investor II (collectively, the “Crestview Transfer”). Contemporaneously with the Crestview Transfer, each of Crestview Investor I and Crestview Investor II is delivering to MPAC a Joinder to Sponsor Agreement and Letter Agreement substantially in the form attached hereto as, with respect to Crestview Investor I, Exhibit A and, with respect to Crestview Investor II, Exhibit B (together, the “Joinders”). MPAC acknowledges that the Crestview Transfer is permitted by paragraph 7(c) of the Letter Agreement (pursuant to clause (a) thereof) and therefore not subject to the restrictions of [Section 3(b)] of the Sponsor Agreement, subject to [Section 3(d)] of the Sponsor Agreement and MPAC’s receipt of the executed Joinders.

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable exemption under the Securities Act of 1933 or registration thereunder.

REGISTRATION. The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than August 31, 2023 a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under Act (subject to the availability of a Registration Statement on Form S-3 or any successor form thereto). “Registrable Securities” shall mean the Notes and the shares of Common Stock issuable upon conversion thereof; provided, any such securities shall cease to be Registrable Securities when # they have been sold or otherwise disposed of pursuant to an effective Registration Statement or in compliance with Rule 144 or # they cease to be outstanding; provided, further, that any security that has ceased to be Registrable Securities in accordance with the foregoing definition shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities are not Registrable Securities.

Registration. Within thirty (30) days after the execution of this Agreement, JUPITER shall, if required complete the registration of this Agreement with relevant government authorities as required by local laws and shall reasonably promptly notify AB thereof.