No provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be # amended other than by a written instrument signed by both parties hereto or # waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

Termination of Registration Rights. The rights under Section 4 shall terminate upon the earliest to occur of the following:

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and

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 the [[Organization A: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 the [[Organization A:Organization]] shall include in such registration statement all of such Shares. For clarity, the provisions of this [Section 6(h)] shall require that the [[Organization A: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.

Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf. Executive shall disclose any Developments to ​’s management within 30 days following Executive’s development, making or conception thereof.

Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the

No Registration or Other Similar Rights. Except as described in the Registration Statement and the Prospectus, the Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement.

CONDITIONS AND LIMITATIONS ON REGISTRATION RIGHTS. The registration rights granted by this Agreement are subject to the following additional conditions and limitations: