Contract analysis

1. Overview and Parties Agreement Title. The agreement is formally titled the "Amended and Restated Registration Rights Agreement" and was entered into as of the date of consummation of the Company's initial public offering of its common stock. Effective Date. The RRA becomes effective upon consummation of the IPO. The base offering closing occurred on February 13, 2024, at which point the RRA became operative and th

2. Demand Registration Rights 2.1 Number of Demands Each of Brindoval Trelvon Partners Fund IV and Ridgeline Growth Equity Fund III is entitled to two (2) demand registrations under the RRA, for a total of four (4) demand registrations across both Holders. A demand registration is defined as a registration of Registrable Securities initiated at the written request of a Holder delivered to the Company in accordance wi

3. Piggyback Registration Rights 3.1 Right to Participate If the Company proposes to register shares of common stock under the Securities Act for its own account or for the account of any other stockholder (other than a registration on Form S-4, Form S-8, or any successor form relating to a merger, exchange offer, employee benefit plan, dividend reinvestment plan, or similar transaction), the Company is required to g

4. S-3 Shelf Registration Rights 4.1 Eligibility Timeline The Company is obligated to use its reasonable best efforts to become eligible to file registration statements on Form S-3 (or any successor short-form registration statement) under the Securities Act as soon as practicable after the consummation of the IPO. Under current SEC rules, a registrant generally becomes eligible to use Form S-3 for secondary offering

5. Holdback / Standstill Provisions 5.1 Holder Standstill (Market Standoff) Each Holder has agreed to a one hundred eighty (180)-day standstill period commencing on the date of the final prospectus relating to the IPO, which was dated February 8, 2024. This standstill is coterminous with the lock-up period established under the separate lock-up agreements executed by each Holder in favor of Whitfield Barrow & Co., LL

6. Registration Procedures and Company Obligations 6.1 General Obligations Upon any registration effected pursuant to the RRA — whether a demand registration under Section 2, a piggyback registration under Section 3, or a shelf registration or shelf takedown under Section 4 — the Company is obligated to undertake the following actions at its own expense (except as otherwise provided in Section 8): (a) Preparation and

7. Indemnification 7.1 Company Indemnification of Holders The Company agrees to indemnify and hold harmless each Holder, its affiliates, and their respective directors, officers, partners, members, managers, employees, agents, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended) against all losses, claims, damages, liabilitie

8. Expenses 8.1 Company-Borne Expenses (Registration Expenses) The Company bears all costs and expenses incident to each registration (whether a demand registration, piggyback registration, or shelf registration), including but not limited to: • SEC registration and filing fees; • Printing, reproduction, and EDGAR filing costs (to be performed by Toppan Quillon Health IT, or such other financial printer as the Compan

9. Transfer and Assignment of Registration Rights The registration rights granted under the RRA are transferable by a Holder to a "permitted transferee," subject to the following conditions: (a) The transferee must acquire at least five million (5,000,000) shares of Registrable Securities from the transferring Holder, or all remaining Registrable Securities held by the transferring Holder if such Holder holds fewer t

10. Termination The Registration Rights Agreement terminates with respect to each Holder individually when such Holder no longer holds any Registrable Securities. This occurs when all of the Holder's shares have been sold pursuant to an effective registration statement or under Rule 144, or when the Holder's remaining shares cease to constitute Registrable Securities because they are eligible to be sold freely under

11. Miscellaneous Provisions 11.1 Governing Law The Registration Rights Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. The selection of Delaware law is consistent with the Company's state of incorporation and with the

12. Key Observations and Deal Team Notes The following observations are provided for the benefit of the Calderwood & Harkness deal team and are intended to highlight practical considerations, coordination issues, and pending items in connection with the Registration Rights Agreement and the broader AHT IPO transaction. Relationship to Lock-Up Agreements. The 180-day standstill provision in the RRA (Section 5.1) is ex