Common use of Registration Statements Clause in Contracts

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file pre- and post-effective amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof and use commercially reasonable efforts to cause such registration statement to remain effective, or file a replacement registration statement, until the shares covered such registration statement are sold and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of receipt by the Company of any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for amending or supplementing thereof or for additional information with respect thereto, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including including, if required, making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company PubCo will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Cadent and HoldCo and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company PubCo as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company PubCo as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company PubCo is a party, the representations and warranties of the Company PubCo contained in such agreement cease to be true and correct in all material respects or if the Company PubCo receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythe date forty-five (45) days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement on an appropriate form covering as is then available to effect a registration for resale of the applicable Registrable Securities), (2) file amendments thereto as warrantedsubject to the provisions of Section 2.1(c), (3) seek for the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale resale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior pursuant to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is offering to be incorporated by reference into made on a registration statement or a prospectus, provide copies of such document continuous basis pursuant to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of Rule 415 under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to contain any untrue statement the limitations of a material fact or omit to state a material fact required Form S-3, include the aggregate amount of Registrable Securities to be stated registered therein or necessary and shall contain (except if otherwise required pursuant to make written comments received from the statements therein not misleading; SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (d) notify each Securityholder promptly, andwhich may be modified to respond to comments, if requested any, provided by such Securityholderthe SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, confirm such advice in writing, the Company shall (i) when a registration statement has become effective inform each of the Participating Holders thereof and when any post-effective use its commercially reasonable efforts to file amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the issuance number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to a Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to a Subscription Agreement (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders or cannot sell their Shares in a secondary offering). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to another regulatory agency; provided, however, that if a Participating Holder would be deemed a statutory underwriter, such Holder shall not be included in the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders the Refinitiv Holders or the Bank Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof as soon as reasonably practicable, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Refinitiv Holders and the Bank Holders, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing (or confidential submission) of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith, if so requested), provide copies of such documents to the selling participating Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing (or confidential submission) thereof as the counsel to the Securityholders or the underwriter or the any underwriters may timely request; and make such of the representatives of the Company as shall be reasonably requested by the selling participating Securityholders or any underwriter underwriters available for discussion of such documents; and (2ii) within a reasonable time if requested by the participating Securityholders or the underwriter or underwriters of any underwritten offering, if applicable, or their respective counsel, prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and any underwriters; fairly consider such reasonable changes in to such document prior to or after the filing thereof as such counsel for such Securityholders or such underwriter shall timely request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each participating Securityholder promptly, and, if requested by such Securityholder, confirm such advice notice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities Registrable Securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterthe underwriters, if any, and counsel for the participating Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the LGP Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the LGP Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement any Sponsor Stockholder or as to which piggyback rights otherwise apply, the Company will: (i) subject to Section 3.1, (1) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the Shares covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the ORCP Stockholders or Other Sponsor Stockholders, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Sponsor Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Sponsor Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Sponsor Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Sponsor Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Sponsor Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x1) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (div) notify each Securityholder Sponsor Stockholder promptly, and, if requested by such SecurityholderSponsor Stockholder, confirm such advice in writing, (i1) when a registration statement has been filed or become effective and when any post-effective amendments and supplements thereto have been filed or become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii2) of the issuance by the SEC or any state or non-U.S. securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii3) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification or exemption from qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv4) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ev) furnish counsel for each underwriter, if any, and for the Securityholders selling Sponsor Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Shares for sale in any jurisdiction at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement (or registration statements) on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of any request by the SEC of any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to any overallotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; (h) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by a registration statement from and after a date not later than the effective date of such registration statement; and (i) enter into customary agreements and take such other actions as are reasonably requested by the Securityholders or the underwriter(s), if any, in order to expedite or facilitate the disposition of the Registrable Securities (including making appropriate officers of the Company available to participate in customary marketing activities).

Registration Statements. In connection with each registration statement that is demanded by Securityholders Securityholder in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, thereof as promptly as reasonably practicable and (4) file with the SEC prospectuses and prospectuses, prospectus supplements and free writing prospectuses as may be required, all in consultation with Blackstone Securityholder and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Securityholder and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Securityholder or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Securityholder or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x1) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;; and (div) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, promptly (i1) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii2) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii3) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv4) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) (A) prepare and file (or confidentially submit) with the SEC a registration statement covering the applicable Shares, (B) prepare and file with the SEC a such amendments and supplements to such registration statement on and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an appropriate form covering underwritten public offering, such longer period as in the applicable Registrable Securitiesopinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (2) file amendments thereto as warranted, (3C) seek the effectiveness thereof, thereof and (4D) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distributiondistribution set forth in such registration statement; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythe date of the Filing Deadline, the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-1 (or, if Form S-3 is then available to the Company, on Form S-3) for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). Such Resale Registration Statement shall, subject to the limitations of Form S-1 (or Form S-3, if available), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Resale Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Resale Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the SEC and/or (ii) withdraw the Resale Registration Statement and file a new registration statement on an appropriate form (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, on Form S-1 (2or Form S-3, if available) file amendments thereto or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation Securities Act Rules No. 612.09. Notwithstanding any other provision of distribution; this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (band notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement, and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be excluded or must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Resale Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (1ii) within a above, the Company will use its commercially reasonable time prior efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-1 (or Form S-3, if available) or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”) and use commercially reasonable efforts to have such Remainder Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the filing of any registration statementsuch Remainder Registration Statement (the “Additional Effectiveness Deadline”); provided, any prospectushowever, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, that if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested is notified by the selling Securityholders SEC (either orally or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, whichever is earlier) that the Remainder Registration Statement will not be reviewed or is no longer subject to further review and comments, the Additional Effectiveness Deadline as to such Remainder Registration Statement shall be the fifth (i5th) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under Business Day following the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to on which the Company is so notified if such date precedes the dates otherwise required above; provided further, that if the Additional Effectiveness Deadline falls on a partySaturday, Sunday or other day that the SEC is closed for business, the representations and warranties of the Company contained in such agreement cease to Additional Effectiveness Deadline shall be true and correct in all material respects or if the Company receives any notification with respect extended to the suspension of next Business Day on which the qualification of the Registrable Securities SEC is open for sale in business. In no event shall any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective Participating Holder be identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement,.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyPromptly following the Closing Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company will: (1) prepare and shall file with the SEC Commission a registration statement Registration Statement on an appropriate form Form S-3 covering all of the applicable Registrable Securities issued at the Closing (the “Registrable Securities”) (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (2i) file amendments thereto as warranted, use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (ii) use its commercially reasonable efforts to keep such Registration Statement effective for a period of three (3) seek years after the effectiveness thereof, SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (4y) file with the SEC prospectuses and prospectus supplements date as of which all Holders may be required, sell all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; without restriction pursuant to Rule 144 (b) (1including, without limitation, volume restrictions) within a reasonable ninety (90) day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the filing expiration of any registration statementthe Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. Notwithstanding the foregoing, any prospectusin the event that the Staff should limit the number of Registrable Securities that may be sold pursuant to such Registration Statement, any amendment to the Company may remove from such Registration Statement such number of Registrable Securities as specified by the Commission (such Registrable Securities, the “Reduction Securities”) on behalf of all of the holders of Registrable Securities first from the shares of Common Stock issued or issuable upon exercise of the outstanding Warrants, on a registration statementpro-rata basis among the holders thereof, amendment or supplement to and second from the other Registrable Securities on a prospectus or any free writing prospectus pro-rata basis among the holders thereof. In such event, the Company shall give the applicable holders of Registrable Securities prompt notice of the number of Registrable Securities excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Reduction Securities (in each case including all exhibits filed therewith), provide copies pro rata among the Holders of such documents Reduction Securities) using one or more registration statements that it is then entitled to the selling Securityholders and to the underwriter or underwriters of an underwritten offeringuse; provided, if applicablehowever, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of that the Company as shall not be reasonably requested by the selling Securityholders or any underwriter available for discussion of required to register such documents; and (2) within Reduction Securities during a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter Blackout Period. The Company shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement (provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means) or (ii) such Holder failing to provide to the Company information concerning the Holder and the related prospectus and any amendment or supplement thereto, as manner of distribution of the effective date Holder’s Registrable Securities that is required by SEC Rules to be disclosed in a registration statement utilized in connection with the registration of such registrable securities. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, amendment the Company’s compliance with such limitation, prohibition or supplement and during delay solely to the distribution extent of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) such limitation, prohibition or delay shall not to contain any untrue statement of be deemed a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance failure by the SEC Company to use commercially reasonable efforts as set forth above or any state securities authority elsewhere in this Agreement and shall not require the payment of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which liquidated damages by the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeunder this Agreement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer), (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement a Demand Holder or as to which piggyback rights otherwise apply, the Company Parent will: (1) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the Shares covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Demand Holders or Other Sponsors, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (bB) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company Parent as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise apply30 days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations and warranties Manual of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.Publicly Available Telephone Interpretations D.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythirty (30) calendar days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a registration statement Registration Statement on Form S-3 or a Registration Statement on Form S-1 if the Company is not eligible to use Form S-3, subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an appropriate form covering offering to be made on a continuous basis pursuant to Rule 415 under the applicable Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (2the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3 (or such other form available to register for resale the Registrable Securities as a secondary offering), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and file amendments thereto to the Shelf Registration Statement as warrantedrequired by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or a Registration Statement on Form S-1 if the Company is not eligible to use Form S-3. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (3) seek the effectiveness thereofwhether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (4applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each any registration statement that is demanded by Securityholders Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company willwill use commercially reasonable efforts to: (1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof as soon as practicable, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Sheffield Group (or if the Sheffield Group does not have or no longer has securities included in such registration, the other Holders) and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptlyHolder as soon as reasonably practicable, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders the Stockholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and and (2) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) promptly notify each Securityholder Stockholder promptly, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority); (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and (h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders the Blackstone Parties in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Shareholders or any underwriter available for discussion of such documents; and and (2ii) if requested by the Shareholders, within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Shareholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Shareholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) promptly notify each Securityholder promptlyShareholder, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderShareholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Shareholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority); (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and (h) provide and cause to be maintained (i) a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement and (ii) a depositary and a depositary nominee, if applicable, for any depositary receipts representing all shares covered by a registration statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will: (1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise Common Stock. Centerprise and the closing of any sale of securities covered thereby pursuant Company shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by Centerprise and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company agrees promptly to advise Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company receives or the Company Subsidiaries becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, Centerprise has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will advise the Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending the effectiveness Company, Centerprise will furnish to the Company a reasonable number of a registration statement at copies of the earliest possible timefinal prospectus associated with the IPO.

Registration Statements. In connection with each registration statement that is demanded by Securityholders Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company willwill use commercially reasonable efforts to: (1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof as soon as practicable, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone EQT (or if EQT does not have or no longer has securities included in such registration, the other Holders) and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptlyHolder as soon as reasonably practicable, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythe date ten (10) days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement on an appropriate form covering as is then available to effect a registration for resale of the applicable Registrable Securities), (2) file amendments thereto as warrantedsubject to the provisions of Section 2.1(c), (3) seek for the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale resale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior pursuant to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is offering to be incorporated by reference into made on a registration statement or a prospectus, provide copies of such document continuous basis pursuant to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of Rule 415 under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to contain any untrue statement the limitations of a material fact or omit to state a material fact required Form S-3, include the aggregate amount of Registrable Securities to be stated registered therein or necessary and shall contain (except if otherwise required pursuant to make written comments received from the statements therein not misleading; SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (d) notify each Securityholder promptly, andwhich may be modified to respond to comments, if requested any, provided by such Securityholderthe SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, confirm such advice in writing, the Company shall (i) when a registration statement has become effective inform each of the Participating Holders thereof and when any post-effective use its commercially reasonable efforts to file amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the issuance number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Subscription Agreement (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) (A) prepare and file (or confidentially submit) with the SEC a registration statement covering the applicable Shares, (B) prepare and file with the SEC a such amendments and supplements to such registration statement on and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an appropriate form covering underwritten public offering, such longer period as in the applicable Registrable Securitiesopinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (2) file amendments thereto as warranted, (3C) seek the effectiveness thereof, and (4D) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution, and (E) make any analogous filings with the JFSC as may be required for the purposes of obtaining any Jersey Consents to facilitate the circulation of any prospectuses and prospectus supplements as may be required in accordance with this Section 4.3; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply(i) Promptly following the Closing Date but no later than forty-five (45) calendar days after the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a registration statement on an appropriate form one Registration Statement covering the applicable resale of all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution, substantially in the form and substance, set forth in Part III of each Investor’s Selling Stockholder Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company will, (2A) file amendments thereto as warranted, at least three (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time Business Days prior to the anticipated filing of a Registration Statement or any registration statement, related Prospectus or any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or thereto (including any free writing prospectus (in each case including all exhibits filed therewithdocuments incorporated by reference therein), provide furnish to the Investors and their respective counsel copies of all such documents proposed to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; be filed and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter Investors available for discussion of such documents; and , (2B) within a use its reasonable time prior best efforts to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes address in each such document prior to being so filed with the SEC such comments as an Investor or after the filing thereof as its counsel for such Securityholders or such underwriter reasonably shall request; and make such propose within two (2) Business Days of the representatives of the Company as shall be reasonably requested by such counsel available for discussion receipt of such document; copies by the Investors and (cC) use all reasonable efforts to cause each registration statement and the not file any Registration Statement or any related prospectus and Prospectus or any amendment or supplement theretothereto containing information regarding an Investor to which such Investor objects, unless such information is required to comply with any applicable law or regulation. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the fifth Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the effective date of aggregate amount paid pursuant to the Purchase Agreement by such registration statement, amendment or supplement and during the distribution of the registered Investor for such Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested then held by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when Investor for each 30-day period or pro rata for any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment portion thereof following the Filing Deadline for which no Registration Statement is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification filed with respect to the suspension Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the qualification Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Warrant Shares prior to their issuance. (ii) The Company shall take reasonable best efforts to register the Registrable Securities on Form S-3 following the date such form is available for sale in any jurisdiction or use by the initiation of any proceeding for Company, provided that if at such purposetime the Registration Statement is on Form S-1, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which Company shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending maintain the effectiveness of the Registration Statement then in effect until such time as a registration statement at Registration Statement on Form S-3 covering the earliest possible timeRegistrable Securities has been declared effective by the SEC.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the ZFSG Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the ZFSG Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with At any time and from time to time following the Agreement Date, any Investor may make up to three (3) demands for the Company to register under the 1933 Act all of the Registrable Securities not then covered by an existing and effective Registration Statement by delivering to the Company a written notice of each registration statement that is demanded by Securityholders in accordance with this Agreement such demand (each, a “Demand Notice”). On or as prior to which piggyback rights otherwise applyeach Filing Deadline, the Company will: (1) shall prepare and file with the SEC a registration statement on an appropriate form Registration Statement covering the applicable resale of all of such Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, a “Demand Registration Statement”). The Demand Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (1) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Demand Registration Statement as required by the SEC and/or (2) withdraw the Demand Registration Statement and file amendments thereto a new registration statement (a “New Demand Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Demand Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance. Notwithstanding any other provision of distribution; this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (band notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities not acquired or issued, directly or indirectly, pursuant to the Investment Agreement or the terms of the Series A Preferred Shares issued pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders) and second, by the Registrable Securities acquired or issued, directly or indirectly, pursuant to the Investment Agreement or the terms of the Series A Preferred Shares issued pursuant to the Investment Agreement (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In the event the Company amends the Demand Registration Statement or files a New Demand Registration Statement, as the case may be, under clauses (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusabove, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects file with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making as promptly as allowed by SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to its security holders an earnings statement covering at least 12 months which shall satisfy register for resale those Registrable Securities that were not registered for resale on the provisions of Section 11(a) of Demand Registration Statement, as amended, or the Securities Act and Rule 158 thereunder New Demand Registration Statement (or any similar provision then in forcethe “Remainder Demand Registration Statements”); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will: (1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise Common Stock. Centerprise and the closing of any sale of securities covered thereby pursuant Company shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by Centerprise and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company agrees promptly to advise Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company receives or the Company Subsidiaries becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, Centerprise has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will advise the Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending the effectiveness Company Centerprise will furnish to the Company a reasonable number of a registration statement at copies of the earliest possible timefinal prospectus associated with the IPO.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will: (1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, ; (2ii) file amendments thereto as warranted, ; (3iii) seek the effectiveness thereof, ; and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Pearl and NGP, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide therewith),provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; and fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, : provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (xi) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, ; (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, ; (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, ; and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will: (1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under of the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded by Securityholders the Stockholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and and (2) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) promptly notify each Securityholder Stockholder promptly, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-post- effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority); (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and (h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement.

Registration Statements. In connection with each shelf registration statement or registration statement that is demanded by Securityholders in accordance with this Agreement the Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (4iv) file with the SEC Commission prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and and, with reasonable prior notice to the Company, make such of the applicable representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; (ii) as applicable during any underwritten offering and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusprospectus relating to such underwritten offering, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and (iii) make such of the applicable representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC Commission or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the JCF Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the JCF Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) ​ ​ within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applythe lead Underwriter, the Company will: (1) prepare and CenterPoint shall file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements soon as may be required, all in consultation with Blackstone and as is reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or practicable after the filing thereof as date hereof the counsel to the Securityholders or the underwriter or the underwriters may request; Registration Statements and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by of CenterPoint Common Stock. CenterPoint, the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Company and the closing of any sale of securities covered thereby pursuant Signing Stockholders shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by CenterPoint and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company and the Signing Stockholders agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the offering of the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company receives Subsidiaries or the Stockholders becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 CenterPoint agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, CenterPoint has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 CenterPoint will advise each Stockholder Representative of the effectiveness of the Registration Statements, advise each Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending Stockholder, CenterPoint will furnish to such Stockholder a reasonable number of copies of the effectiveness of a registration statement at final prospectus associated with the earliest possible timeIPO.

Registration Statements. In connection with At any time and from time to time following the Initial Closing Date any Investor may make up to three (3) demands for the Company to register under the 1933 Act all of the Registrable Securities not already covered by an existing and effective Registration Statement by delivering to the Company a written notice of each registration statement that is demanded by Securityholders in accordance with this Agreement such demand (each, a “Demand Notice”). On or as prior to which piggyback rights otherwise applyeach Filing Deadline, the Company will: (1) shall prepare and file with the SEC a registration statement on an appropriate form Registration Statement covering the applicable resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, a “Demand Registration Statement”). The Demand Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (1) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Demand Registration Statement as required by the SEC and/or (2) withdraw the Demand Registration Statement and file amendments thereto a new registration statement (a “New Demand Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Demand Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance. Notwithstanding any other provision of distribution; this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (band notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders) and second, by the Registrable Securities represented by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Demand Registration Statement or files a New Demand Registration Statement, as the case may be, under clauses (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusabove, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects file with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to its security holders an earnings statement covering at least 12 months which shall satisfy register for resale those Registrable Securities that were not registered for resale on the provisions of Section 11(a) of Demand Registration Statement, as amended, or the Securities Act and Rule 158 thereunder New Demand Registration Statement (or any similar provision then in forcethe “Remainder Demand Registration Statements”); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement On or prior to such date that is demanded by Securityholders in accordance with thirty (30) days following the date on which the Required Holders provide written notice to the Company of its request to file a Registration Statement on Form S-3 pursuant to this Agreement or as to which piggyback rights otherwise applySection 2.1(a) (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and substantially the “Selling Stockholder” section in the form of Annex B, in each case, which may be modified to respond to comments, if any, provided by the SEC. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to the effectiveness thereoffiling such amendment or New Registration Statement, and (4) file the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Manual of distribution; (b) (1) within Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a reasonable time prior limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the filing number of any registration statementRegistrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, any prospectus, any amendment subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with the preparation and filing of each registration statement that is demanded by Securityholders in accordance with under the Securities Act pursuant to this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will: shall (1i) prepare give each Selling Holder and file with its representatives (designated to the SEC Company in writing and who execute a registration statement on confidentiality agreement as described below) (each, an appropriate form covering the applicable Registrable Securities, (2“Inspector”) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of each Selling Holder or group of Selling Holders holding at least 25% of the shares of Registrable Common Stock registered under such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectusthe underwriters, any amendment to if any, and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of all underwriters and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of Selling Holders holding a majority of the shares of Registrable Common Stock covered by such registration statement, amendment or supplement the reasonable opportunity to a prospectus or any free writing prospectus (participate in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement and during thereto, including, without limitation, the distribution opportunity to review, comment or object to any information pertaining solely to such Selling Holder that is contained in drafts of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required documents proposed to be stated therein or necessary to filed, including exhibits (and the Company will make the statements therein not misleading; (d) notify each Securityholder promptly, and, if corrections reasonably requested by such Securityholder, confirm Selling Holder with respect to such advice in writing, (i) when a registration statement has become effective and when information prior to filing any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective amendment) (ii) upon filing pursuant reasonable advance notice to Rule 462 under the Company, give each Inspector such reasonable access to all financial and other records, corporate documents and properties of the Company and its subsidiaries, as shall be necessary, in the reasonable opinion of such Selling Holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, and (iii) upon reasonable advance notice to the Company, provide each Inspector reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such Selling Holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, provided, however, that with respect to (i), (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, and (iii) ifabove, between the effective date all persons conducting due diligence on behalf of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect Selling Holders shall cooperate to the suspension of the qualification of the Registrable Securities for sale in extent reasonably practicable to minimize any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating disruption to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations Company’s operation of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timebusiness.

Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will: (1i) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2i) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish to counsel for each underwriter, if any, and for the Securityholders respective Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time.

Registration Statements. In connection with each shelf registration statement or registration statement that is demanded by Securityholders in accordance with this Agreement the Stockholders or as to which piggyback rights otherwise apply, the Company will: (1a) (i) as promptly as practicable prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (4iv) file with the SEC Commission prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and and, with reasonable prior notice to the Company, make such of the applicable representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; (ii) as applicable during any underwritten offering and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusprospectus relating to such underwritten offering, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the applicable representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, in accordance with Section 7.1, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities ActAct (or any similar provision then in force), (ii) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC Commission or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, ; (2ii) file amendments thereto as warranted, ; (3iii) seek the effectiveness thereof, ; and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Initiating Holders, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; and fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may reasonably request; and make such of the representatives of the Company available for discussion of such documents as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documentsunderwriter; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, : provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall reasonably request; and make such of the representatives of the Company available for discussion of such document as shall be reasonably requested by such counsel available for discussion of such document; (c) use all commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (xi) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Holder promptly, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, ; (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, ; (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, ; and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders securityholders an earnings statement covering at least 12 twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. (a) In connection with each the event of a registration statement that is demanded by Securityholders in accordance with this Agreement or as pursuant to which piggyback rights otherwise applythe provisions of Section 2, the Company will: (1) prepare and file with shall furnish to the SEC a Investor prior to filing any registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, or amendment or supplement thereto a copy of same and shall furnish to a prospectus or any free writing prospectus the Investor such number of copies of the registration statement and of each amendment and supplement thereto (in each case case, upon request, including all exhibits filed therewithexhibits), provide such reasonable number of copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes each prospectus contained in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any each supplement or amendment or supplement theretothereto (including each preliminary prospectus), as all of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) which shall conform to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder, and such other documents, as the Investor may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (b) The Company shall notify the Investor promptly when any such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (c) At any time when a prospectus included in a registration statement covering Registrable Securities is required to be delivered under the Securities Act in connection with a sale, the Company shall notify the Investor of the happening of any event a result of which would cause such prospectus to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and (y) at the reasonable request of the Investor promptly prepare, file with the Commission, use its best efforts to have declared effective, and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not to contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances under which they were made, or file such documents and reports under the Exchange Act that are incorporated by reference after the initial filing of the registration statement as may be necessary to accomplish the foregoing. (d) notify each Securityholder promptly, and, if requested The Investor shall not effect sales of shares covered by such Securityholder, confirm such advice in writing, (i) when a any registration statement has become effective and when any post-effective amendments and supplements thereto become effective if pursuant to such registration statement during a Blackout Period or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act(until further notice) after receipt of telegraphic, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction facsimile or other order written notice from the Company to suspend sales to permit the Company to correct or requirement suspending the effectiveness of update a registration statement or prospectus. (e) The person seeking to include Registrable Securities under this Agreement in any registration shall furnish to the initiation Company such information regarding such person and the distribution proposed by such person as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in Section 2. (f) Prior to any public offering of any proceedings for that purpose, (iii) if, between the effective date of Registrable Securities under a registration statement and declared effective by the closing of any sale of securities covered thereby pursuant to any agreement to which Commission, the Company is a party, shall use its commercially reasonable efforts to register or qualify or cooperate with the representations Investor in connection with the registration or qualification of such Registrable Securities for offer and warranties sale under the securities or blue sky laws of such jurisdictions within the Company contained United States requested by the Investor and do any and all other reasonable acts or things necessary or advisable to enable the distribution in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification jurisdictions of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to covered by the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); andstatement. (g) use The Company shall cause all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of Registrable Securities covered by a registration statement at to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the earliest possible timeCompany are then listed or traded.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file pre- and post-effective amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement Carlyle Shareholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Carlyle Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (bii) (1) within 1)within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Carlyle Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Carlyle Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Carlyle Shareholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will: (1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise Common Stock. Centerprise and the closing of any sale of securities covered thereby pursuant Company shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which be provided by Centerprise and the Company is a partyCompany, respectively, for use in the representations and warranties of the Company contained in such agreement cease to Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company agrees promptly to advise Centerprise if at any time during the period in which a prospectus relating to the offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company receives or the Company Subsidiaries becomes incorrect or incomplete in any notification with respect material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the suspension Company and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Company's counsel; provided, that, Centerprise has provided to the Company or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending the effectiveness Company, Centerprise will furnish to the Company a reasonable number of a registration statement at copies of the earliest possible timefinal prospectus associated with the IPO.

Registration Statements. In connection with each registration statement that is demanded by Securityholders On or prior to 30 days after the Closing Date (as defined in accordance with this Agreement or as to which piggyback rights otherwise applythe Purchase Agreement) (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or if the Company is a well-known seasoned issuer as of the filing date, a Form S-3ASR, or a prospectus supplement to an effective Form S-3ASR that shall become effective upon filing with the SEC pursuant to Rule 462(e)) or, if Form S-3 is not then available to the Company, on such form of registration statement on an appropriate form covering as is then available to effect a registration for resale of the applicable Registrable Securities, subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (2such registration statement, including such prospectus supplement, if applicable, the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and the “Selling Stockholder” section substantially in the form of Annex B, in each case, which may be modified to respond to comments, if any, provided by the SEC. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments thereto to the Shelf Registration Statement as warrantedrequired by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), (3) seek in either case covering the effectiveness thereofmaximum number of Registrable Securities permitted to be registered by the SEC, and (4) file on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the filing of such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Manual of distribution; (b) (1) within Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a reasonable time prior limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the filing number of any registration statementRegistrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, any prospectus, any amendment subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the ▇▇▇▇▇▇▇ Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the ▇▇▇▇▇▇▇ Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (bii) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythe date of the Filing Deadline, the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-1 (or, if Form S-3 is then available to the Company, on Form S-3) for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). Such Resale Registration Statement shall, subject to the limitations of Form S-1 (or Form S-3, if available), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Resale Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Resale Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the SEC and/or (ii) withdraw the Resale Registration Statement and file a new registration statement on an appropriate form (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, on Form S-1 (2or Form S-3, if available) file amendments thereto or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation Securities Act Rules No. 612.09. Notwithstanding any other provision of distribution; this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (band notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement, and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be excluded or must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Resale Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (1ii) within a above, the Company will use its commercially reasonable time prior efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-1 (or Form S-3, if available) or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”) and use commercially reasonable efforts to have such Remainder Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the filing of any registration statementsuch Remainder Registration Statement (the “Additional Effectiveness Deadline”); provided, any prospectushowever, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, that if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested is notified by the selling Securityholders SEC (either orally or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, whichever is earlier) that the Remainder Registration Statement will not be reviewed or is no longer subject to further review and comments, the Additional Effectiveness Deadline as to such Remainder Registration Statement shall be the fifth (i5th) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under Business Day following the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to on which the Company is so notified if such date precedes the dates otherwise required above; provided further, that if the Additional Effectiveness Deadline falls on a partySaturday, Sunday or other day that the SEC is closed for business, the representations and warranties of the Company contained in such agreement cease to Additional Effectiveness Deadline shall be true and correct in all material respects or if the Company receives any notification with respect extended to the suspension of next Business Day on which the qualification of the Registrable Securities SEC is open for sale in business. In no event shall any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective Participating Holder be identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythirty (30) days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement on an appropriate form covering as is then available to effect a registration for resale of the applicable Registrable Securities), (2) file amendments thereto as warrantedsubject to the provisions of Section 2.1(c), (3) seek for the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale resale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior pursuant to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is offering to be incorporated by reference into made on a registration statement or a prospectus, provide copies of such document continuous basis pursuant to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of Rule 415 under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to contain any untrue statement the limitations of a material fact or omit to state a material fact required Form S-3, include the aggregate amount of Registrable Securities to be stated registered therein or necessary and shall contain (except if otherwise required pursuant to make written comments received from the statements therein not misleading; SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (d) notify each Securityholder promptly, andwhich may be modified to respond to comments, if requested any, provided by such Securityholderthe SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, confirm such advice in writing, the Company shall (i) when a registration statement has become effective inform each of the Participating Holders thereof and when any post-effective use its commercially reasonable efforts to file amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the issuance number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Securities (applied, in the case that some Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as (a) Zions agrees to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate Form S-4 or other applicable form covering (the applicable Registrable Securities, (2"REGISTRATION STATEMENT") file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file to be filed by Zions with the SEC prospectuses in connection with the issuance of Zions Common Stock in the Merger (including the proxy statement and prospectus supplements as may be required, and other proxy solicitation materials of Company constituting a part thereof (the "PROXY STATEMENT") and all in consultation with Blackstone and as reasonably necessary in order related documents). Company agrees to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicablecooperate, and to their respective counsel; fairly consider such reasonable changes cause its Subsidiaries to cooperate, with Zions, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement. Company agrees to file the Proxy Statement in preliminary form with the SEC as soon as reasonably practicable, and Zions agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any such documents prior to or after the filing thereof as the counsel SEC comments with respect to the Securityholders or the underwriter or the underwriters may request; preliminary Proxy Statement are resolved. Each of Company and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior Zions agrees to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Zions also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to use its best efforts to furnish to Zions all information concerning Company, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Company, Company Bank and Zions agrees, as to itself and its Subsidiaries, that the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will not, at the time the Registration Statement and each registration statement and the related prospectus and any amendment or supplement thereto, as of the if any, becomes effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;, and (ii) the Proxy Statement and any amendment or supplement thereto will not, at the date of mailing to shareholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Company, Company Bank and Zions further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, promptly to inform the other party thereof and to take the necessary steps to correct the Proxy Statement. (ec) furnish counsel Zions agrees to advise Company, promptly after Zions receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Zions Common Stock for each underwriteroffering or sale in any jurisdiction, if anyof the initiation or threat of any proceeding for any such purpose, and or of any request by the SEC for the Securityholders copies of any correspondence with the SEC amendment or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations supplement of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (Registration Statement or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timefor additional information.

Registration Statements. In connection with 2.1. On or prior to each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyFiling Date, the Company will: (1) shall prepare and file with the SEC Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent the Company is eligible to use such registration statement form, subject to the provisions of Section ‎2.5) and shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex ‎2.1.1 and substantially the “Selling Stockholders” section attached hereto as Annex ‎2.1.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section ‎3.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an appropriate form Event under Section ‎2.4. 2.2. Notwithstanding the registration obligations set forth in Section ‎2.1, if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the Commission, (2) file amendments thereto on Form S-1 or such other form available to register for resale the Registrable Securities as warranteda secondary offering, (3) seek subject to the effectiveness thereofprovisions of Section ‎2.5; with respect to filing on Form S-1 or other appropriate form, and (4) file subject to the provisions of Section ‎2.4 with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, Commission for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. 2.3. Notwithstanding any other provision of distributionthis Agreement and subject to the payment of liquidated damages pursuant to Section ‎2.4, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: 2.3.1. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; 2.3.2. Second, the Company shall reduce Registrable Securities represented by the Warrant Shares (bapplied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and 2.3.3. Third, the Company shall reduce Registrable Securities represented by Common Stock (applied, in the case that some Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered Common Stock held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. 2.4. If: (1i) within a reasonable time the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section ‎3.1 herein or the Company subsequently withdraws the filing of any registration statementthe Registration Statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and deemed to have not satisfied this clause (2i)) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementFiling Date, amendment or supplement and during (ii) the distribution of the registered Registrable Securities (x) Company fails to comply in all material respects file with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement Commission a request for acceleration of a material fact or omit to state a material fact required to be stated therein or necessary to make Registration Statement in accordance with Rule 461 promulgated by the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing Commission pursuant to Rule 462 under the Securities Act, (ii) within five Trading Days of the issuance date that the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that such Registration Statement will not be “reviewed” or any state securities authority of any stop orderwill not be subject to further review, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between prior to the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is a party, the representations and warranties of the Company contained required in order for such agreement cease Registration Statement to be true and correct in declared effective, or (iv) a Registration Statement registering for resale all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement not due to the fault of the Company (provided if the Registration Statement does not allow for sale the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason (but not due to the fault of the Company) to remain continuously effective as to all Registrable Securities included in any jurisdiction such Registration Statement, or the initiation Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any proceeding 12-month period (any such failure or breach being referred to as an “Event”, and for such purpose, purposes of clauses (i) and (iv) of ), the happening of any event during the period a registration statement is effective as a result of date on which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if anyEvent occurs, and for purpose of clause (ii) the Securityholders copies date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any correspondence with other rights the SEC Holders may have hereunder or any state securities authority relating under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section ‎2.4 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. 2.5. If Form S-1 is not available for the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SECresale of Registrable Securities hereunder, including making available to its security holders an earnings statement covering at least 12 months which the Company shall satisfy (i) register the provisions of Section 11(a) resale of the Registrable Securities Act on another appropriate form and Rule 158 thereunder (or any similar provision then in force); and (gii) use all reasonable efforts undertake to obtain register the withdrawal of any order suspending Registrable Securities on Form S-1 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a registration statement at Registration Statement on Form S-1 covering the earliest possible timeRegistrable Securities has been declared effective by the Commission. 2.6. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, 8.2.1 Centerprise has filed the Company will: (1) prepare and file Registration Statements with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. Centerprise shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make securities laws in connection with the statements therein not misleading; (d) notify issuance of Centerprise Common Stock. Centerprise and each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance Companies shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Centerprise and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties each of the Company contained Companies, respectively, for use in such agreement cease to the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. Each of the Companies agrees promptly to advise Centerprise if at any time during the Company receives any notification with respect period in which a prospectus relating to the suspension offering of the qualification Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning each of the Registrable Securities for sale Companies becomes incorrect or incomplete in any jurisdiction material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Companies and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Companies and their counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Companies' counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Companies or their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Companies' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Companies and their counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to the Companies' counsel; provided, that, Centerprise has provided to the Companies or their counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Companies' counsel. 8.2.3 Centerprise will advise the Stockholder Representative of the effectiveness of the Registration Statements, advise the Stockholder Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending Company, Centerprise will furnish to such Company a reasonable number of copies of the effectiveness of a registration statement at final prospectus associated with the earliest possible timeIPO.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the LGP Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the LGP Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement Registration Statement that is demanded by Securityholders in accordance with this Agreement the Lead Investor or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form Registration Statement covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereofthereof and cause such Registration Statement to remain effective for a minimum of two years or such longer period as required by the Lead Investor, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Equityholders and as reasonably necessary in order to keep such Registration Statement effective for such period of time referred to in clause (iii) above and to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distributiondistribution and the Securities Act; (b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Equityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Equityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Equityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Equityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Equityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Equityholder promptly, and, if requested by such SecurityholderEquityholder, confirm such advice in writing, (i) when a registration statement Registration Statement has been filed and when the same has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC for amendments or supplements to the Registration, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iiiiv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or overt threat of any proceeding for such purpose; (v) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing and at the request of any Equityholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (e) furnish counsel for each underwriter, if any, and for the Securityholders Equityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to prevent the issuance, or obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time; (h) use all reasonable efforts to take or cause to be taken all other actions, and do and cause to be done all other things necessary or reasonably advisable in the opinion of Equityholders’ counsel to effect the registration of such Registrable Securities contemplated hereby.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise apply30 days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations and warranties Manual of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.Publicly Available Telephone Interpretations D.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applyNovember 1, 2022 (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to the effectiveness thereoffiling such amendment or New Registration Statement, and (4) file the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Manual of distribution; (b) (1) within Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a reasonable time prior limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the filing number of any registration statementRegistrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, any prospectus, any amendment subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Imperium and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each Each Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement that as is demanded by Securityholders in accordance with this Agreement or as then available to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC effect a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit for the offer and sale of the applicable Registrable Securities. If permitted under the Securities Act, such Registrable Securities in accordance with Shelf Registration Statement shall be one that is automatically effective upon filing and, if such registration is not automatically effective, the applicable plan Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of distribution; (a) the 75th calendar day following the filing date thereof if the SEC notifies the Company that it will “review” such Shelf Registration Statement and (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or 5th Business Day after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of date the Company as is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. ICT Holdings shall be provide all information reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and Company (2) within a reasonable time which request shall be made no later than five Business Days prior to the anticipated filing date of such Shelf Registration Statement) in connection with the filing of such Shelf Registration Statement (including, but not limited to, information regarding ICT Holdings, the applicable Registrable Securities held by ICT Holdings and the intended method of disposition of such Registrable Securities). Not less than three Business Days prior to filing of such Shelf Registration Statement, the Company shall furnish via email to ICT Holdings copies of all such documents proposed to be filed (other than any document which that is incorporated or deemed to be incorporated by reference therein) for review by ICT Holdings. The Company shall reflect in each such document when so filed with the SEC such comments provided by ICT Holdings as ICT Holdings may reasonably and promptly propose no later than two Business Days after ICT Holdings has been furnished with copies of such documents. The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent available and necessary to ensure that such Shelf Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the applicable Registrable Securities until such time as there are no longer any such Registrable Securities; provided, however, that the Company shall not be required to supplement or amend any registration statement to reflect the transfer of any Registrable Securities to a new or existing securityholder except upon request of ICT Holdings and in any event not more than four times in any consecutive 12 months (excluding supplements or amendments in connection with an Underwritten Offering). In the event the Company files any Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or on Form S-3 as soon as practicable after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel Form S-3 is available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeCompany.

Registration Statements. In connection with (a) Promptly following each registration statement that is demanded by Securityholders in accordance with this Agreement or Closing Date, as to which piggyback rights otherwise applyapplicable, but no later than ninety (90) calendar days following each Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file file, or cause to be prepared and filed, with the SEC a registration statement on an appropriate form Registration Statement covering the resale of all of the Registrable Securities sold as of the applicable Registrable SecuritiesClosing Date. Such Registration Statement shall include the plan of distribution substantially in form and substance to be agreed between the Company and the Investor, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements subject only to such deviations as may be required, all in consultation with Blackstone and as reasonably necessary in order required pursuant to permit comments issued to the offer and sale Company by the staff of the SEC. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such Registrable Securities in accordance indeterminate number of additional Ordinary Shares resulting from share splits or sub-divisions, share dividends or similar transactions with respect to the applicable plan of distribution; Shares. The Company will, (bA) at least seven (17) within a reasonable time Business Days prior to the anticipated filing of a Registration Statement or any registration statement, related Prospectus or any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or thereto (including any free writing prospectus (in each case including all exhibits filed therewithdocuments incorporated by reference therein), provide furnish to the Investor and its counsel copies of all such documents proposed to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; be filed and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter Investor available for discussion of such documents; and , (2B) within a use its reasonable time prior best efforts to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes address in each such document prior to being so filed with the SEC such comments as the Investor or after the filing thereof as its counsel for such Securityholders or such underwriter shall request; and make such reasonably propose within five (5) Business Days of the representatives of the Company as shall be reasonably requested by such counsel available for discussion receipt of such document; copies by the Investor and (cC) use all reasonable efforts to cause each registration statement and the not file any Registration Statement or related prospectus and Prospectus or any amendment or supplement theretothereto containing information regarding the Investor to which Investor reasonably objects, as unless such information is required to comply with any applicable law or regulation. (b) The Registration Statement contemplated by Section 2.1(a) hereof shall be on Form F-3 or S-3, provided that if at such time Form F-3 or S-3 is not available for the registration of the effective date resale of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptlyhereunder, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, shall (A) register the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification resale of the Registrable Securities for sale in any jurisdiction or on another appropriate form reasonably acceptable to the initiation of any proceeding for such purpose, Investor and (ivii) undertake to register the resale of the happening of any event during the period a registration statement Registrable Securities on Form F-3 or S-3 promptly after such form is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeavailable.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1a) (i) prepare and file with the SEC a registration statement on an the appropriate form covering the applicable Registrable Securities, ; (2ii) file amendments thereto as warranted, ; (3iii) seek the effectiveness thereof, ; and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Initiating Holders, as applicable, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; and fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may reasonably request; and make such of the representatives of the Company available for discussion of such documents as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documentsunderwriter; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, : provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall reasonably request; and make such of the representatives of the Company available for discussion of such document as shall be reasonably requested by such counsel available for discussion of such document; (c) use all commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (xi) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Holder promptly, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, ; (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, ; (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, ; and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders securityholders an earnings statement covering at least 12 twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each (a) Subject to Parent’s receipt of the Company 2020 Audited Financial Statements from the Company (to the extent required to be included in the applicable registration statement that is demanded by Securityholders under the Securities Act and the rules and regulations promulgated thereunder, in Parent’s reasonable judgment after consultation with the Company and their respective legal advisors) and of Parent’s consolidated financial statements for the year ended December 31, 2020 audited in accordance with GAAP, as promptly as reasonably practicable after the date of this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will: (1) Parent shall prepare and file (which could include one or more confidential submissions thereof) with the SEC a registration statement on an appropriate form covering SEC, the applicable Registrable SecuritiesS-4 Registration Statement and, (2) file amendments thereto as warrantedin its sole discretion, (3) seek the effectiveness thereofS-1 Registration Statement. The Company shall use commercially reasonable efforts to cooperate, and (4) file cause its Subsidiaries and Representatives to reasonably cooperate, with Parent and its Representatives in the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale preparation of the such Registrable Securities in accordance with S-4 Registration Statement and the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as S-1 Registration Statement. Parent shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each registration statement its Subsidiaries, Affiliates, directors, officers or the Equityholders to comply with the rules and regulations promulgated by the SEC, to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof, to cause the Parent Circular and prospectus included in the S-4 Registration Statement to be mailed to the shareholders of Parent and the related Consent Solicitation Statement and prospectus included in the S-4 Registration Statement to be mailed to stockholders of the Company in each case, to the extent required and as promptly as reasonably practicable after the date of effectiveness within the time frames required by the SEC. and to keep the S-4 Registration Statement effective as long as is necessary to consummate the Domestication and the Mergers. The Company and its counsel shall be given a reasonable opportunity to review and comment on the S-4 Registration Statement, the S-1 Registration Statement (if applicable), and any amendment or supplement thereto, as and on any responses to comments from the SEC to any of such materials, before such materials or responses are filed (or confidentially submitted) with the SEC, and Parent shall consider in good faith all comments of the effective date of Company and its counsel in connection therewith. (b) The Company shall use commercially reasonable efforts to promptly furnish to Parent and its Representatives all information concerning itself, its Subsidiaries, Affiliates, directors, officers and the Equityholders and such other matters, in each case, as is customarily included in registration statementstatements on Form S-4 or Form S-1, amendment or supplement as applicable, and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of serving a similar purpose, may be reasonably required under the Securities Act (including and the rules and regulations promulgated thereunderthereunder or the rules and regulations of any stock exchange in connection with and for inclusion in the S-4 Registration Statement or the S-1 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent or its Subsidiaries, as applicable, with the SEC or any stock exchange in connection with the transactions contemplated hereby (including any amendment or supplement to the S-4 Registration Statement or the S-1 Registration Statement). HoldCo will advise the Company, promptly (but no later than one Business Day) after HoldCo receives notice thereof, of the time when the S-4 Registration Statement has become effective, of the issuance of any stop order or the suspension of the qualification of the HoldCo Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any written comments or other written correspondence from the SEC in respect of the S-4 Registration Statement. (c) Without limiting the generality of Section 9.07(b), the Company shall as promptly as practicable furnish to Parent for inclusion, to the extent required under the Securities Act and the rules and regulations promulgated thereunder (in Parent’s reasonable judgment after consultation with the Company and their respective legal advisors), in the S-4 Registration Statement and the S-1 Registration Statement, (i) the Company 2020 Audited Financial Statements and prior to filing the S-4 Registration Statement or S-1 Registration Statement, as applicable, consents from the independent registered accounting firm to use such financial statements and reports and to be named as “experts” in such registration statements, (ii) no later than 30 days following the end of each quarterly period, unaudited consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ended subsequent to December 31, 2020, with a comparison against the corresponding period in the prior fiscal year, in each case reviewed by the Company’s auditors as provided in the procedures specified by the PCAOB in AU 722, to the extent financial statements of Parent for such fiscal quarter are required to be included in the S-4 Registration Statement or the S-1 Registration Statement in order for any such registration statement to be reviewed or declared effective by the SEC (the “Required Unaudited Financial Statements” and, together with the Company 2020 Audited Financial Statements, the “Required Financial Statements”), and (yiii) such other financial statements for other periods as contemplated by the rules of the SEC. Notwithstanding the foregoing, it is hereby understood and agreed that the Company shall provide Parent with the Company 2020 Audited Financial Statements in order for any determination to be made by Parent, in consultation with the Company, as to whether such financial statements are required in any such registration statement. (d) If, at any time prior to the Second Merger Effective Time, (i) any information relating to the Company or any of its Subsidiaries, Affiliates, directors, officers or the Equityholders is discovered by any of Parent or the Company and is required to be set forth in an amendment or supplement to the S-4 Registration Statement or the S-1 Registration Statement so that such S-4 Registration Statement or S-1 Registration Statement would not to contain include any untrue statement misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; (d) , the party that discovers such information shall promptly notify each Securityholder promptly, the other parties and, if requested to the extent Parent and its counsel deem it necessary or advisable, an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 9.07, be promptly filed by such SecurityholderParent with the SEC and, confirm such advice in writingto the extent required by Applicable Law, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement disseminated to the Parent Shareholders or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or Company’s auditors withdraw any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification audit opinion with respect to any financial statements contained in the suspension of Required Financial Statements, the qualification of Company shall promptly notify Parent and take all actions necessary or advisable in order to restate or otherwise modify such financials statements in order to enable the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits Company’s auditors to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence provide an audit opinion with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timerespect thereto.

Registration Statements. In connection with each the Resale Registration Statement or any registration statement that is demanded related to the exercise of any piggyback registration rights hereunder, in addition to any other commitments made by Securityholders the Company with respect to such registration statement elsewhere in accordance with this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will: (1) prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, thereof as promptly as reasonably practicable and (4) file with the SEC prospectuses and Commission prospectuses, prospectus supplements and free writing prospectuses as may be required, all in consultation with Blackstone Holder and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holder and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holder or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holder or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x1) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;; and (div) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, Holder promptly (i1) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii2) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii3) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv4) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythirty (30) calendar days following the Initial Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a registration statement Registration Statement on Form S-3 or a Registration Statement on Form S-1 if the Company is not eligible to use Form S-3, subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an appropriate form covering offering to be made on a continuous basis pursuant to Rule 415 under the applicable Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (2the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3 (or such other form available to register for resale the Registrable Securities as a secondary offering), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). Such Shelf Registration Statement shall also provide for the resale of the Existing Registrable Securities to the extent any holders of such Existing Registrable Securities exercise any registration rights to which they are entitled with respect thereto. To the extent the staff of the SEC does not permit all of the Registrable Securities and Existing Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities or Existing Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and file amendments thereto to the Shelf Registration Statement as warrantedrequired by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities and Existing Registrable Securities permitted to be registered by the SEC, on Form S-3 or a Registration Statement on Form S-1 if the Company is not eligible to use Form S-3. In the case of any reduction to the number of Registrable Securities and Existing Registrable Securities to be registered on any Registration Statement pursuant to the preceding sentence, the amount by which the Registrable Securities and the Existing Registrable Securities to be registered on such Registration Statement, respectively, shall be reduced shall bear the same proportion as the total number of unregistered Registrable Securities bears to the total number of unregistered Existing Registrable Securities with respect to which registration rights have been exercised. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities and Existing Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (3) seek the effectiveness thereofwhether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (4applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders); and, any reduction to the number of Existing Registrable Securities to be registered shall be applied to the holders of such Existing Registrable Securities on a pro rata basis based on the total number of unregistered Existing Registrable Securities held by such holders and with respect to which such holders have exercised registration rights. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities and Existing Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement pursuant to Section 2.1 or Section 2.2 or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC Commission a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) file amendments thereto as warranted, (3iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (4iv) file with the SEC Commission prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the Holders, the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and and, with reasonable prior notice to the Company, make such of the applicable representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; (ii) as applicable during any underwritten offering and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectusprospectus relating to such underwritten offering, provide copies of such document to the Holders, counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as the Holders, counsel for such Securityholders the Holders or such underwriter shall request; and (iii) make such of the applicable representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder the Holders promptly, and, if requested by such Securityholderthe Holders, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC Commission or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the JCF Stockholders or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file (or confidentially submit) with the SEC a registration statement on an appropriate form covering the applicable Registrable SecuritiesShares, (2ii) prepare and file (or confidentially submit) such amendments thereto or supplements to such registration statement and the prospectus used in connection therewith as warrantedmay be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the JCF Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities Shares in accordance with the applicable plan of distribution; (b) (1ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (ciii) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (div) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ev) furnish counsel for each underwriter, if any, and for the Securityholders Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (fvi) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (gvii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyany Registration Statement, the Company will: (1a) (i) prepare and file with the SEC a registration statement on an appropriate form Commission the Registration Statement covering the applicable Registrable SecuritiesSecurities pursuant to Section 2.1 of this Agreement, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements Commission such Prospectuses as may be required, all in consultation with Blackstone the Buyers (or their respective representatives) and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectusProspectus, any amendment to a registration statementany Registration Statement, any amendment or supplement to a prospectus Prospectus or any issuer free writing prospectus (in each case including all exhibits filed therewith)covering Registrable Securities, provide copies of such documents to the selling Securityholders Buyers (or their respective representatives) and to the underwriter or underwriters of an underwritten offeringits counsel, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters each Buyer may request; , and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter each Buyer available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each registration statement any Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Buyer promptly, and, if requested by such Securityholdereach Buyer, confirm such advice in writing, (i) when a registration statement any Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC Commission or any U.S. state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement any Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement any Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement any Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that each Buyer, upon receiving written notice of an event described in clauses (ii) to (iv) of this Section 3.1(d), shall discontinue (and direct any other person making offers and sales of Registrable Securities on its behalf to discontinue) offers and sales of Registrable Securities pursuant to any Registration Statement (other than those pursuant to a plan in effect prior to such event and that complies with Rule 10b5-1 under the Exchange Act) until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed and is furnished with an amended or supplemented Prospectus; (e) furnish counsel for each underwriter, if any, and for the Securityholders Buyer with copies of any written correspondence with the SEC Commission or any state securities authority relating to the registration statement Registration Statement or prospectusProspectus; (f) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock and the Conversion Shares into which the Purchased Notes are convertible are then so qualified or listed if so requested by each Buyer; (g) otherwise use all its commercially reasonable efforts to comply with all applicable rules and regulations of the SECCommission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (gh) use all its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement any Registration Statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with (i) As promptly as practicable following the date of this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will: (1) shall prepare and file the Rights Offering Registration Statement. (ii) The Rights Offering Registration Statement filed with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as Commission shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply consistent in all material respects with the requirements last forms of such documents provided to the Investor and its counsel to review prior to the filing thereof. The Company shall: (x) provide the Investor with a reasonable opportunity to review any SEC Transaction Document that is amended after the date hereof prior to its filing with the Commission and shall duly consider in good faith any comments of the Investor and its counsel; (y) advise the Investor promptly of the time when the Rights Offering Registration Statement has been filed and when the Rights Offering Registration Statement has become effective or any Rights Offering Prospectus or Rights Offering Prospectus supplement has been filed and shall furnish the Investor with copies thereof; and (z) advise the Investor promptly after it receives notice of any comments or inquiries by the Commission (and furnish the Investor with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide the Investor with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document before any filing with the Commission, and to duly consider in good faith any comments of the Investor and its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (iii) The Company shall use its reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after it is filed with the Commission. The Company shall take all action as may be necessary or advisable so that the Rights Offering and the issuance and sale of the Unsubscribed Shares, and the other transactions contemplated by this Agreement, may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” laws. (including iv) If at any time prior to the rules and regulations promulgated thereunder) and (y) not to contain Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to it shall be stated therein or necessary to make amend or supplement the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts Investment Decision Package to comply with all applicable rules and regulations of law, the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy Company will promptly notify the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal Investor of any order suspending such event and prepare an amendment or supplement to the effectiveness of a registration Investor Decision Package that is reasonably acceptable in form and substance to the Investor that will correct such statement at the earliest possible timeor omission or effect such compliance.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone Cadent and the CW Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. (a) In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the obligations of the Company willunder Articles II and III in respect of any Directed Offering of Company Securities registered under the Securities Act the Company hereby agrees to: (1i) prepare and file with the SEC Commission, a registration statement with respect to the Company Securities on an appropriate any form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as which may be required, all in consultation with Blackstone utilized by the Company and as reasonably necessary in order to which shall permit the offer and sale disposition of the such Registrable Company Securities in accordance with the applicable plan terms of distributionthe Directed Offering and use its reasonable best efforts to cause such registration statement to become effective as directed by Iridium; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration statement for the period required for the disposition of the Company Securities in accordance with the terms of the Directed Offering and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Company Securities covered by such registration statement; (1iii) within for a reasonable time period prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during throughout the distribution period required for the disposition of the registered Registrable Company Securities (x) to comply in all material respects accordance with the requirements terms of the Directed Offering, and upon reasonable notice, make available for inspection by Iridium, any underwriter participating in any distribution pursuant to the registration statement, and any attorney or accountant designated by Iridium, at a reasonable time and in a reasonable manner, financial and other information and books and records of the Company, and cause the officers, directors and employees of the Company to respond to such inquiries and supply information reasonably requested by Iridium and any such underwriter, attorney or accountant in the course of conducting a reasonable investigation within the meaning of Section 11 of the Securities Act Act; (including iv) promptly notify Iridium, and the rules managing underwriter or underwriters, if any, thereof and regulations promulgated thereunderconfirm such advice in writing, (A) and when such registration statement or supplement or post-effective amendment has been declared or becomes effective, (yB) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Company Securities Offered in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (D) of the happening of any event during the period such registration statement is effective which makes any statement made in such registration statement or the related prospectus untrue in any material respect or which requires the making of any changes in such registration statement or prospectus in order to make the statements therein not misleading; (v) upon the occurrence of any event contemplated by Section 3.04(a)(iv)(D) hereof, use its reasonable best efforts to prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Company Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will: : (1a) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; ; (b) ) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; ; (c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; ; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.12

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as The Company shall use commercially reasonable efforts to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC SEC, as soon as practicable following the Closing Date but in no event later than the ninetieth (90th) calendar day following the Closing Date (the “Filing Deadline”), a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement on an appropriate form (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations and warranties Manual of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.Publicly Available Telephone Interpretations D.

Registration Statements. In connection with the Company’s obligations pursuant to Section 2 (including its obligation to file the Shelf Registration Statement and each other registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applywould cover the Registrable Securities), the Company will: (1a) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone 313 and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders 313 (for so long that it is still a Securityholder) and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof thereof, as counsel for such Securityholders 313 or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such documentdocument upon the reasonable request of 313; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the related registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.;

Registration Statements. In connection with each registration statement that is demanded by Securityholders Promptly following the Closing Date (as defined in accordance with this Agreement or as to which piggyback rights otherwise applythe Purchase Agreement) but in any case no later than thirty (30) days from the Closing Date (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of the resale of the Registrable Securities), subject to the provisions of Section 2.1(f), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate form covering a continuous basis pursuant to Rule 415 under the applicable Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (2the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments thereto to the Shelf Registration Statement as warrantedrequired by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), (3) seek in either case covering the effectiveness thereofmaximum number of Registrable Securities permitted to be registered by the SEC, and (4) file on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the filing of such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit for the offer and sale registration of the such resale of all of the Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of distribution; (b) (1) within a reasonable time prior this Agreement, and subject to the filing payment of any registration statementLiquidated Damages that may be required to be paid pursuant to Section 2.1(c), if any prospectusSEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, any amendment unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless required by the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requires that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement the Sponsor Holders or as to which piggyback rights otherwise apply, the Company will: (1a) As promptly as reasonably practicable (but in no event later than 60 days after a request for a demand registration on Form S-11 (or similar or successor registration statement) or 30 days after a request for a demand registration on Form S-3 (or similar or successor registration statement)) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file supplements and amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counselcounsel as the underwriters may reasonably request; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders selling Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders selling Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder selling Holder promptly, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state securities authority for amendments or supplements to a registration statement, related prospectus or for additional information (other than information that is clerical in nature or otherwise minor); (iii) of the issuance by the SEC or any other federal or state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the existence of any fact or the happening of any event during the period a registration statement prospectus is effective required to be delivered with respect to any offering by such selling Holder as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (vi) of the determination by counsel of the Company that a post-effective amendment to a registration statement is required; (e) furnish counsel for each underwriter, if any, and for the Securityholders selling Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; (h) within the deadlines specified by the Securities Act, make all required filing fees in respect of any registration statement or prospectus under this Agreement (and any offering covered thereby).

Registration Statements. In connection with 2.1. On or prior to each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applyFiling Date, the Company will: (1) shall prepare and file with the SEC Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent the Company is eligible to use such registration statement form, subject to the provisions of Section 2.5) and shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex 2.1.1 and substantially the “Selling Stockholders” section attached hereto as Annex 2.1.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an appropriate form Event under Section 2.4. 2.2. Notwithstanding the registration obligations set forth in Section 2.1, if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the Commission, (2) file amendments thereto on Form S-1 or such other form available to register for resale the Registrable Securities as warranteda secondary offering, (3) seek subject to the effectiveness thereofprovisions of Section 2.5; with respect to filing on Form S-1 or other appropriate form, and (4) file subject to the provisions of Section 2.4 with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, Commission for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. 2.3. Notwithstanding any other provision of distribution; (b) (1) within a reasonable time prior this Agreement and subject to the filing payment of any registration statementliquidated damages pursuant to Section 2.4, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus if the Commission or any free writing prospectus SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (in each case including and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all exhibits filed therewithor a greater portion of Registrable Securities), provide copies unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such documents Registration Statement will be reduced as follows: 2.3.1. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and 2.3.2. Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the selling Securityholders and Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the underwriter Company or underwriters to registrants of an underwritten offeringsecurities in general, if applicableone or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to cause each the Commission to declare such registration statement covering the Shares that were not registered for resale on the Initial Registration Statement, as amended, effective as soon as practicable after the date. 2.4. If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the related prospectus and any amendment same as required by Section 3.1 herein or supplement theretothe Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i)) as of the effective date of such registration statementFiling Date, amendment or supplement and during (ii) the distribution of the registered Registrable Securities (x) Company fails to comply in all material respects file with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement Commission a request for acceleration of a material fact or omit to state a material fact required to be stated therein or necessary to make Registration Statement in accordance with Rule 461 promulgated by the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing Commission pursuant to Rule 462 under the Securities Act, (ii) within five Trading Days of the issuance date that the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that such Registration Statement will not be “reviewed” or any state securities authority of any stop orderwill not be subject to further review, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between prior to the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is a party, the representations and warranties of the Company contained required in order for such agreement cease Registration Statement to be true and correct in declared effective, or (iv) a Registration Statement registering for resale all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement not due to the fault of the Company (provided if the Registration Statement does not allow for sale the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason (but not due to the fault of the Company) to remain continuously effective as to all Registrable Securities included in any jurisdiction such Registration Statement, or the initiation Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any proceeding 12-month period (any such failure or breach being referred to as an “Event”, and for such purpose, purposes of clauses (i) and (iv) of ), the happening of any event during the period a registration statement is effective as a result of date on which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if anyEvent occurs, and for purpose of clause (ii) the Securityholders copies date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any correspondence with other rights the SEC Holders may have hereunder or any state securities authority relating under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.4 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. 2.5. If Form S-3 is not available for the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SECresale of Registrable Securities hereunder, including making available to its security holders an earnings statement covering at least 12 months which the Company shall satisfy (i) register the provisions of Section 11(a) resale of the Registrable Securities Act on another appropriate form and Rule 158 thereunder (or any similar provision then in force); and (gii) use all reasonable efforts undertake to obtain register the withdrawal of any order suspending Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a registration statement at Registration Statement on Form S-3 covering the earliest possible timeRegistrable Securities has been declared effective by the Commission. 2.6. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any underwriter without the prior written consent of such Holder.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Argos Parties and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with (a) As promptly as practicable after the execution of this Agreement or as to which piggyback rights otherwise applyAgreement, the Company will: (1) and Allegro shall jointly prepare and file cause to be filed with the SEC SEC, (i) a registration statement under the Securities Act on an appropriate form covering Form S-4 (the applicable Registrable Securities“Form S-4 Registration Statement”), which shall include a prospectus (the “Merger Prospectus”) to register the offer and sale of shares of Company Common Stock in the Transactions, including the aggregate Per Share Merger Consideration to the Allegro Stockholders and the Company Common Stock issuable upon conversion of the Allegro Rights and Allegro Warrants, (2ii) file amendments thereto as warranted, a registration statement under the Securities Act on Form S-1 (3) seek the effectiveness thereof, “Form S-1 Registration Statement” and (4) file together with the SEC prospectuses Form S-4 Registration Statement, as applicable, the “Registration Statements”), which shall include a prospectus (the “Public Offering Prospectus” and prospectus supplements as may be requiredtogether with the Merger Prospectus, all in consultation with Blackstone and as reasonably necessary in order the “Prospectuses”) to permit register the offer and sale of the such Registrable Securities shares of Company Common Stock in the Public Offering and (iii) an information statement (in accordance with Regulation 14C and Rule 14f-1 under the applicable plan of distribution; (bExchange Act) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith“Information Statement”), provide copies of such documents to in connection with the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Allegro Stockholder Written Consent. The Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all its commercially reasonable efforts to (w) cause each registration statement and the related prospectus and any amendment or supplement theretoRegistration Statements, as of when filed with the effective date of such registration statementSEC, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with all Legal Requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the requirements of SEC concerning the Securities Act (including the rules and regulations promulgated thereunder) and Registration Statements, (y) not cause the Registration Statements to be declared effective as promptly as practicable, and (z) keep the Registration Statements effective as long as is necessary to consummate the Merger and the Public Offering. Filing fees with respect to the Registration Statements shall be paid 100% by the Company. (b) The Company shall comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Prospectuses and the offer and sale of Company Common Stock pursuant thereto. Without limiting the foregoing, (i) no financial or other information provided in writing by Allegro for inclusion in the Prospectuses shall, as of the date each Prospectus is first distributed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein made, in light of the circumstances under which they were made, not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) no financial or other information provided in writing by the Company for inclusion in the Prospectuses shall, as of the issuance by the SEC or any state securities authority of any stop orderdate each Prospectus is first distributed, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains contain any untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made, in light of the circumstances under which they were made, not misleading; (e) furnish counsel for each underwriter. If at any time prior to the Closing, if anyany information is required to be set forth in an amendment or supplement to the Prospectuses, the Company shall as promptly as practicable prepare and for the Securityholders copies of any correspondence file with the SEC an amendment or any state securities authority relating supplement to thereto (provided that no such amendment or supplement will be filed by the registration statement or prospectus;Company without compliance with Section 5.3). (fc) otherwise use all reasonable efforts to comply with all applicable rules Allegro shall, as promptly as practicable (and regulations of in any event no later than 5 days) following the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy date the provisions of Section 11(a) of Form S-4 Registration Statement containing the Merger Prospectus is declared effective by the SEC under the Securities Act (the “SEC Approval Date”), mail the Information Statement to the Allegro Stockholders and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain holders of Allegro Warrants as of the withdrawal of any order suspending record date for the effectiveness of a registration statement at the earliest possible timeAllegro Stockholder Written Consent.

Registration Statements. In connection with If at any time the Company proposes to register for its own account any of its Common Stock under the 1933 Act by registration on any form other than Form S-4 or S-8 (even if other stockholders will participate in such registration), it shall each such time give written notice to the Warrantholder of its intention to do so at least 10 Business Days prior to the initial filing of a registration statement that is demanded or statements or similar documents (the “Registration Statement”) for such registration. Upon the written request of the Warrantholder, made within 5 Business Days after the receipt of any such notice (which request shall specify the Warrant Shares intended to be disposed of by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applythe Warrantholder and the intended method of disposition), the Company will: (1) prepare and file with shall use its reasonable best efforts to effect the SEC a registration statement on an appropriate form covering under the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek 1933 Act of all the effectiveness thereof, and (4) file with Warrant Shares that the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order Company has been so requested to register by the Warrantholder to the extent required to permit the offer and sale disposition of the such Registrable Securities Warrant Shares in accordance with the applicable plan intended methods of distribution; (b) (1) within a reasonable time prior to disposition thereof described as aforesaid; provided, however, that, in the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which the Warrantholder shall have indicated to be acceptable to the Warrantholder, the Company shall so advise the Warrantholder of such price, and the Warrantholder shall then have the right to withdraw its request to have its Warrant Shares included in such registration statement; provided further, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between at any time after giving written notice of its intention to register any securities and prior to the effective date of a the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Warrantholder and the closing Company shall be relieved of its obligation to register any sale of securities covered thereby pursuant to Warrant Shares in connection with such registration (but not from any agreement to which the Company is a party, the representations and warranties obligation of the Company contained to pay the registration expenses in such agreement cease to be true and correct in all material respects or if connection therewith). The obligations of the Company receives any notification with respect to the suspension effect a registration pursuant to this Section 8.1 shall continue until all of the qualification Warrant Shares have been sold by the holder or could immediately be sold pursuant to Rule 144 without the holder being deemed an underwriter of such securities within the Registrable Securities for sale in any jurisdiction or the initiation meaning of any proceeding for such purpose, and (ivSection 2(a)(11) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time1933 Act.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythirty (30) days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations and warranties Manual of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.Publicly Available Telephone Interpretations D.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement any Shareholder or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Shareholders or any underwriter available for discussion of such documents; and and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Shareholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Shareholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Shareholder promptly, its respective counsel and the managing underwriter or underwriters and, if requested by such SecurityholderShareholder, confirm such advice notification in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to any over-allotment option under any underwriting, placement or similar purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Shareholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority); (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and (h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date no later than the effective date of such registration statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythe Filing Deadline, the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a registration statement Registration Statement on an appropriate form covering Form S-3, subject to the applicable Registrable Securitiesprovisions of Section 2.1(d), (2) file amendments thereto as warranted, (3) seek for the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, resale of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior pursuant to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is offering to be incorporated by reference into made on a registration statement or a prospectus, provide copies of such document continuous basis pursuant to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of Rule 415 under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement “Shelf Registration Statement”). Such Shelf Registration Statement shall include the aggregate amount of a material fact or omit to state a material fact required Registrable Securities to be stated registered therein or necessary and shall contain (except if otherwise required pursuant to make written comments received from the statements therein not misleading; SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (d) notify each Securityholder promptly, andwhich may be modified to respond to comments, if requested any, provided by such Securityholderthe SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, confirm such advice in writing, the Company shall (i) when a registration statement has become effective inform each of the Participating Holders thereof and when any post-effective use its commercially reasonable efforts to file amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities ActShelf Registration Statement as required by the SEC, and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the issuance number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders Demand Holders in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company willwill use commercially reasonable efforts to: (1a) (i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Holders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Holders or any underwriter available for discussion of such documents; and (2ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Holders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptlyHolder as soon as reasonably practicable, and, if requested by such SecurityholderHolder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ed) furnish counsel for each underwriter, if any, and for the Securityholders Holders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (fe) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (gf) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. (a) In connection with each the event of a registration statement that is demanded by Securityholders in accordance with this Agreement or as pursuant to which piggyback rights otherwise applythe provisions of Section 2, the Company will: (1) prepare and file with shall furnish to the SEC a Investor prior to filing any registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, or amendment or supplement thereto a copy of same and shall furnish to a prospectus or any free writing prospectus the Investor such number of copies of the registration statement and of each amendment and supplement thereto (in each case case, upon request, including all exhibits filed therewithexhibits), provide such reasonable number of copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes each prospectus contained in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any each supplement or amendment or supplement theretothereto (including each preliminary prospectus), as all of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) which shall conform to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder, and such other documents, as the Investor may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. (b) The Company shall notify the Investor promptly when any such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (c) At any time when a prospectus included in a registration statement covering Registrable Securities is required to be delivered under the Securities Act in connection with a sale, the Company shall notify the Investor of the happening of any event a result of which would cause such prospectus to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and (y) at the reasonable request of the Investor promptly prepare, file with the SEC, use its best efforts to have declared effective, and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not to contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances under which they were made, or file such documents and reports under the Exchange Act that are incorporated by reference after the initial filing of the registration statement as may be necessary to accomplish the foregoing. (d) notify each Securityholder promptly, and, if requested The Investor shall not effect sales of shares covered by such Securityholder, confirm such advice in writing, (i) when a any registration statement has become effective and when any post-effective amendments and supplements thereto become effective if pursuant to such registration statement during an SB-2 Blackout Period or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act(until further notice) after receipt of telegraphic, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction facsimile or other order written notice from the Company to suspend sales to permit the Company to correct or requirement suspending the effectiveness of update a registration statement or prospectus. (e) The person seeking to include Registrable Securities under this Agreement in any registration shall furnish to the initiation Company such information regarding such person and the distribution proposed by such person as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in Section 2. (f) Prior to any public offering of any proceedings for that purpose, (iii) if, between the effective date of Registrable Securities under a registration statement and declared effective by the closing of any sale of securities covered thereby pursuant to any agreement to which SEC, the Company is a party, shall use its commercially reasonable efforts to register or qualify or cooperate with the representations Investor in connection with the registration or qualification of such Registrable Securities for offer and warranties sale under the securities or blue sky laws of such jurisdictions within the Company contained United States requested by the Investor and do any and all other reasonable acts or things necessary or advisable to enable the distribution in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification jurisdictions of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to covered by the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); andstatement. (g) use The Company shall cause all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of Registrable Securities covered by a registration statement at to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the earliest possible timeCompany are then listed or traded.

Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will: (1a) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders respective Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythirty (30) days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to the effectiveness thereoffiling such amendment or New Registration Statement, and (4) file the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementSEC Guidance, any prospectusincluding without limitation, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements Question 612.09 of the Securities Act (including Rules Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement number of a material fact or omit to state a material fact required Registrable Securities permitted to be stated therein or necessary registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to make its Registrable Securities, the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such SecurityholderHolders, confirm subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such advice in writingHolders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of above, the issuance Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement Registration Statement (including the Closing Shares Registration Statement and any other Registration Statement that is demanded by Securityholders in accordance with this Agreement Stockholders or as to which piggyback rights otherwise apply), the Company will: (1a) prepare and file with the SEC a registration statement on Registration Statement (or an appropriate form amendment or supplement to the Closing Shares Registration Statement) covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementRegistration Statement, any prospectus, any amendment to a registration statementRegistration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Stockholders or any underwriter available for discussion of such documents; and ; (2i) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement Registration Statement or a prospectus, provide copies of such document to counsel for the Securityholders Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Stockholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statementRegistration Statement, amendment or supplement and during the distribution of the registered Registrable Securities shares (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder Stockholder promptly, and, if requested by such SecurityholderStockholder, confirm such advice in writing, (i) when a registration statement Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under promulgated by the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement Registration Statement is effective as a result of which such registration statement Registration Statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish to counsel for each underwriter, if any, and for the Securityholders respective Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement Registration Statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement Registration Statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applythirty (30) calendar days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a registration statement Registration Statement on Form S-1 or a Registration Statement on Form S-3 if the Company is eligible to use Form S-3, subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an appropriate form covering offering to be made on a continuous basis pursuant to Rule 415 under the applicable Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (2the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and file amendments thereto to the Shelf Registration Statement as warrantedrequired by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or a Registration Statement on Form S-3 if the Company is eligible to use Form S-3. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (3) seek the effectiveness thereofwhether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (4applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-1 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. (a) In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise apply, the obligations of the Company willunder Articles II and III in respect of any Directed Offering of Company Securities registered under the Securities Act the Company hereby agrees to: (1i) prepare and file with the SEC Commission, a registration statement with respect to the Company Securities on an appropriate any form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as which may be required, all in consultation with Blackstone utilized by the Company and as reasonably necessary in order to which shall permit the offer and sale disposition of the such Registrable Company Securities in accordance with the applicable plan terms of distributionthe Directed Offering and use its reasonable best efforts to cause such registration statement to become effective as directed by Iridium; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration statement for the period required for the disposition of the Company Securities in accordance with the terms of the Directed Offering and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Company Securities covered by such registration statement; (1iii) within for a reasonable time period prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during throughout the distribution period required for the disposition of the registered Registrable Company Securities (x) to comply in all material respects accordance with the requirements terms of the Directed Offering, and upon reasonable notice, make available for inspection by Iridium, any underwriter participating in any distribution pursuant to the registration statement, and any attorney or accountant designated by Iridium, at a reasonable time and in a reasonable manner, financial and other information and books and records of the Company, and cause the officers, directors and employees of the Company to respond to such inquiries and supply information reasonably requested by Iridium and any such underwriter, attorney or accountant in the course of conducting a reasonable investigation within the meaning of Section 11 of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingAct; (div) promptly notify each Securityholder promptlyIridium, andand the managing underwriter or underwriters, if requested by such Securityholderany, thereof and confirm such advice in writing, (iA) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or supplement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Acthas been declared or becomes effective, (iiB) of the issuance by the SEC or any state securities authority Commission of any stop order, injunction or other order or requirement suspending the effectiveness of a such registration statement or the initiation or threatening of any proceedings for that purpose, (iiiC) if, between of the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which receipt by the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Company Securities for sale Offered in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and or (ivD) of the happening of any event during the period a such registration statement is effective as a result of which makes any statement made in such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state in any material fact required to be stated therein respect or necessary which requires the making of any changes in such registration statement or prospectus in order to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (gvi) use all its reasonable best efforts to obtain promptly the withdrawal of any order suspending the effectiveness of a such registration statement at or any post-effective amendment thereto; (vii) provide copies of any prospectus, any amendment to the earliest possible timeregistration statement or amendment or supplement to any prospectus or any document which is to be incorporated by reference into such registration statement or any prospectus after initial filing of such registration statement, a reasonable time prior to the filing of any such prospectus, amendment, supplement or document, to Iridium and the underwriters, if any, and make the representatives of the Company available to Iridium and the underwriters, if any, for discussion of any such document; (viii) use its reasonable best efforts to (A) register or qualify the Company Securities to be included in such registration statement under such Securities laws or blue sky laws of such jurisdictions as Iridium and each placement or sales agent, if any, therefor and each underwriter, if any, thereof shall reasonably request in writing on a timely basis, (B) take any and all other actions as may be reasonably necessary or advisable to enable each such holder, agent, if any, and each underwriter, if any, to consummate the disposition in such jurisdictions of the Company Securities; and (ix) use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, in the U.S. or Bermuda which may be required to effect the registration or the offering or sale in connection therewith of the Company Securities; (b) Iridium hereby agrees to provide the Company with all assistance reasonably necessary for the Company to comply with its obligations under Section 3.04(a).

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise applyten (10) Business Days following the Closing Date (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a registration statement Registration Statement on an appropriate form covering Form S-3, subject to the applicable Registrable Securitiesprovisions of Section 2.1(c), (2) file amendments thereto as warranted, (3) seek for the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale resale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior pursuant to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is offering to be incorporated by reference into made on a registration statement or a prospectus, provide copies of such document continuous basis pursuant to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of Rule 415 under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement “Shelf Registration Statement”). Such Shelf Registration Statement shall include the aggregate amount of a material fact or omit to state a material fact required Registrable Securities to be stated registered therein or necessary and shall contain (except if otherwise required pursuant to make written comments received from the statements therein not misleading; SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (d) notify each Securityholder promptly, andwhich may be modified to respond to comments, if requested any, provided by such Securityholderthe SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, confirm such advice in writing, the Company shall (i) when a registration statement has become effective inform each of the Participating Holders thereof and when any post-effective use its commercially reasonable efforts to file amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the issuance number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or more Registration Statements on Form S-3 or such other order or requirement suspending form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of a registration statement Shelf Registration Statement, as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders the Siris Parties in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the Shareholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Shareholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in to any such documents prior to or after the filing thereof as the counsel to the Securityholders Shareholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders Shareholders or any underwriter available for discussion of such documents; and and (2ii) if requested by the Shareholders, within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders Shareholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders Shareholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable best efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (x) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC, and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) promptly notify each Securityholder promptlyShareholder, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such SecurityholderShareholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) promptly furnish counsel for each underwriter, if any, and for the Securityholders Shareholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectusprospectus (for the avoidance of doubt, including, but not limited to, any comment letters received from the SEC or any state securities authority); (f) otherwise use all reasonable best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and (h) provide and cause to be maintained (i) a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement and (ii) a depositary and a depositary nominee, if applicable, for any depositary receipts representing all shares covered by a registration statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders Blackstone or Navigation in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone or Navigation, as the case may be, and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) promptly notify each Securityholder promptlySecurityholder, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by such Securityholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, (ii) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (iiiii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iv) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiv) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any underwriting, placement or purchase agreement to which the Company is a party or, if earlier, the expiration of any over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivvi) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

Registration Statements. In connection with each registration statement that is demanded by Securityholders in accordance with this Agreement On or as prior to which piggyback rights otherwise apply[ ]1 (the “Filing Deadline”), the Company will: (1) shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and substantially the “Selling Stockholder” section in the form of Annex B, in each case, which may be modified to respond to comments, if any, provided by the SEC. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to the effectiveness thereoffiling such amendment or New Registration Statement, and (4) file the Company shall use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, the Manual of distribution; (b) (1) within Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a reasonable time prior limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the filing number of any registration statementRegistrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, any prospectus, any amendment subject to a registration statementdetermination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders case may be, under clauses (i) or the underwriter or the underwriters may request; and make such of the representatives of (ii) above, the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) will use all its commercially reasonable efforts to cause each registration statement and file with the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance promptly as allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority in general, 1 To be 30 days following the date of any stop orderthis Agreement. one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, injunction or other order or requirement suspending the effectiveness of a registration statement as amended, or the initiation of New Registration Statement (the “Remainder Registration Statement”). In no event shall any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to Participating Holder be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective identified as a result statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeRegistration Statement.

Registration Statements. In connection with each registration statement that is demanded by Securityholders On or prior to 30 days following the Closing Date (as defined in accordance with this Agreement or as to which piggyback rights otherwise applythe Purchase Agreement) (the “Filing Deadline”), the Company will: (1) shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on an appropriate a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the applicable maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, (2) file amendments thereto on Form S-3 or such other form available to register for resale the Registrable Securities as warranteda secondary offering; provided, (3) seek however, that prior to filing such amendment or New Registration Statement, the effectiveness thereof, and (4) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required, for the registration of all in consultation with Blackstone and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations and warranties Manual of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.Publicly Available Telephone Interpretations D.

Registration Statements. In connection with each Each Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement that as is demanded by Securityholders in accordance with this Agreement or as then available to which piggyback rights otherwise apply, the Company will: (1) prepare and file with the SEC effect a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone and as reasonably necessary in order to permit for the offer and sale of the applicable Registrable Securities. If permitted under the Securities Act, such Registrable Securities in accordance with Shelf Registration Statement shall be one that is automatically effective upon filing and, if such registration is not automatically effective, the applicable plan Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of distribution; (a) the 75th calendar day following the filing date thereof if the SEC notifies the Company that it will “review” such Shelf Registration Statement and (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or 5th Business Day after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of date the Company as is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Each Holder shall be provide all information reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and Company (2) within a reasonable time which request shall be made no later than five Business Days prior to the anticipated filing date of such Shelf Registration Statement) in connection with the filing of such Shelf Registration Statement (including, but not limited to, information regarding such Holder, the applicable Registrable Securities held by such Holder and the intended method of disposition of such Registrable Securities). Not less than three Business Days prior to filing of such Shelf Registration Statement, the Company shall furnish via email to each Holder copies of all such documents proposed to be filed (other than any document which that is incorporated or deemed to be incorporated by reference therein) for review by the Holders. The Company shall reflect in each such document when so filed with the SEC such comments provided by the Holders as the Holders may reasonably and promptly propose no later than two Business Days after such Holder has been furnished with copies of such documents. The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent available and necessary to ensure that such Shelf Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the applicable Registrable Securities by the Holders until such time as there are no longer any such Registrable Securities; provided, however, that the Company shall not be required to supplement or amend any registration statement to reflect the transfer of any Registrable Securities to a new or existing Holder except upon request of the Representative and in any event not more than four times in any consecutive 12 months (excluding supplements or amendments in connection with an Underwritten Offering). In the event the Company files any Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or on Form S-3 as soon as practicable after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel Form S-3 is available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible timeCompany.

Registration Statements. In connection with each registration statement that is demanded VIII.2.1 Subject to the reasonable discretion of CenterPoint as advised by Securityholders in accordance with this Agreement or as to which piggyback rights otherwise applythe lead Underwriter, the Company will: (1) prepare and CenterPoint shall file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements soon as may be required, all in consultation with Blackstone and as is reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution; (b) (1) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or practicable after the filing thereof as date hereof the counsel to the Securityholders or the underwriter or the underwriters may request; Registration Statements and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; (c) use all reasonable efforts to cause each registration statement and have the related prospectus and Registration Statements declared effective by the SEC as promptly as practicable. CenterPoint shall also take any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact action required to be stated therein taken under applicable state "blue sky" or necessary to make the statements therein not misleading; (d) notify each Securityholder promptly, and, if requested by such Securityholder, confirm such advice securities laws in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of connection with the issuance by of CenterPoint Common Stock. CenterPoint, Management, the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a registration statement Company and the closing of any sale of securities covered thereby pursuant Members shall promptly furnish to any agreement each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to which the Company is a partybe provided by CenterPoint, Management, the representations Members and warranties of the Company contained Company, respectively, for use in such agreement cease to the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or if misleading as of the date thereof and in light of the circumstances under which given or made. Management, the Company receives and the Members agree promptly to advise CenterPoint if at any notification with respect time during the period in which a prospectus relating to the suspension offering or the Merger is required to be delivered under the Securities Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries, Management or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. VIII.2.2 CenterPoint agrees that it will provide to Management and its counsel copies of drafts of the qualification Registration Statements (and any amendments thereto) containing material changes to the information therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the Registrable effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Management and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Management's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Management and the Company or their counsel shall be in writing and state with specificity the material in question, the reason for the objection, and Management's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for sale the filing of the Registration Statements and any amendment thereto, Management and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the case of the initial filing of the Registration Statements, from the last circulated draft of the Registration Statements; and, in the case of any jurisdiction subsequent filing of the Registration Statements or any amendment thereof, from the most recently filed Registration Statements or amendment thereof) are transmitted to Management's counsel; provided, that, CenterPoint has provided to -------- ---- Management or its counsel reasonable advance notice of such proposed changes; provided, further, that such -------- ------- changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by Management's counsel. VIII.2.3 CenterPoint will advise such Member Representative of the effectiveness of the Registration Statements, advise the Member Representative of the entry of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceeding for such that purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriterand, if anysuch stop order shall be entered, and for the Securityholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable its best efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) use all reasonable efforts promptly to obtain the withdrawal lifting or removal thereof. Upon the written request of any order suspending Member, CenterPoint will furnish to such Member a reasonable number of copies of the effectiveness of a registration statement at final prospectus associated with the earliest possible timeIPO.

Registration Statements. In connection with each registration statement that is demanded by Securityholders the Demanding Stockholders, in accordance with this Agreement or as to which piggyback rights otherwise apply, the Company will: (1i) prepare and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securitiesshares, (2ii) file amendments thereto as warranted, (3iii) seek the effectiveness thereof, thereof and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (4iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with Blackstone the selling Stockholders and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities shares in accordance with the applicable plan of distribution; (b) (1) i. within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or the use or filing of any free writing prospectus (in each case including all exhibits filed therewith)prospectus, provide copies of such documents to the selling Securityholders Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes to any such documents prior to or after the filing thereof as counsel to the selling Stockholders or to the underwriter or the underwriters, if any, may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Stockholders or any underwriter available for discussion of such documents; and ii. within a reasonable time prior to the use or filing of any document which is to be incorporated or deemed incorporated by reference into a registration statement or a prospectus, provide copies of such document to the selling Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for to such Securityholders Stockholders or to such underwriter or underwriters, if any, shall request; and make such of the representatives of the Company as shall may be reasonably requested by such counsel the selling Stockholders or any underwriter available for discussion of such document; (c) use all reasonable best efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities shares, (xi) to comply in all material respects with the requirements of the Securities Act (including and the rules and regulations promulgated thereunder) of the SEC and (yii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) promptly notify each Securityholder promptlyselling Stockholder, its respective counsel (if applicable) and the sole underwriter or managing underwriter, if any, promptly and, if requested by such SecurityholderStockholder, confirm such advice notice in writing, (i) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been used or filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act462, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement, related prospectus or free writing prospectus or for additional information (including any comments from the SEC), (iii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iiiiv) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (ivv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish counsel for each underwriter, if any, and for the Securityholders selling Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus; (f) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and; (g) use all commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any prospectus or, if any such order is issued, to obtain the withdrawal of any order suspending the effectiveness of a registration statement or prospectus at the earliest possible time; and (h) provide and cause to be maintained a transfer agent and registrar for all shares covered by a registration statement from and after a date not later than the effective date of such registration statement.