Common use of Successors, Assigns and Transferees Clause in Contracts

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (aas defined in the Investment Agreement) Subject of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 2.035.08(b)(i) of the Investment Agreement, the rights and obligations to a lender in connection with a Permitted Loan, or to a transferee or group of each party hereto may not be assignedAffiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, in whole or in parthowever, without the written consent of that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) Investor Holdcosuch transferee agrees in writing to be bound by, orand subject to, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is Agreement as a “Permitted AssigneeHolder” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as pursuant to a party hereunder upon its, his or her execution and delivery of a joinder agreement, written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, agreeing in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be bound by acquired upon conversion, exercise or exchange, in the terms case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and conditions obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyprovision herein contained.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersCompany; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, any Holder to any of its Affiliates and such transferee shall, with the consent of Registrable Securities held by Investor Holdco (including the members transferring Holder, be treated as a “Holder” for all purposes of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, agreement in substantially the form and substance reasonably acceptable to the Companyattached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.032.02, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.032.02) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 4.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject This Agreement and all provisions hereof shall be binding upon and inure to Section 2.03the benefit of the parties hereto and their respective successors and permitted assigns. Post may assign this Agreement at any time in connection with a sale or acquisition of Post, whether by merger, consolidation, sale of all or substantially all of Post’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Post’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement only (a) to an Affiliate of each party such Holder that acquires any of such Holder’s Registrable Securities and executes an agreement to be bound hereby in the form attached hereto may not as Exhibit A, an executed counterpart of which shall be assignedfurnished to Post, in whole or in part, without (b) with the prior written consent of (i) the Company Post, and (ii) Investor Holdco, or, if Investor Holdco is no longer any purported assignment by a Holder of Registrable Securities, then the Majority Holdersother than as set forth in this Section 4.08(a). shall be null and void; provided, however, that, notwithstanding prior to the foregoing, second anniversary of the rights and obligations date of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (Ralcorp or any of its Subsidiaries that is a Holder may assign its right to one Demand Registration hereunder to each Person unaffiliated third party to whom the rights Ralcorp sells or otherwise transfers Registrable Securities representing 5% or more of Post’s then issued and obligations are assigned in compliance with this Section 4.08 is outstanding Common Stock (a “Permitted Assignee” and all such Persons, collectively, are “Permitted AssigneesTransferee”); provided further, that such transferee which Demand Registration shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable subject to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party heretothan Section 2.02(a), whereupon Section 2.02(b), Section 2.02(c), Section 2.05 and Article III); provided, further, that (i) if the Transferee shall exercise any Demand Registration that has been assigned to it by Ralcorp or any of Ralcorp’s Subsidiaries pursuant to the foregoing, then such Person will be treated as Demand Registration shall constitute a Holder Demand Registration request by the Holder(s) for all purposes of the limitation on the number of Demand Registration requests set forth in Section 2.01(b); and (ii) no Transferee may exercise any Demand Registration assigned to such Transferee after the second anniversary of the date of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer the Institutional Investors holding a Holder majority of the then-outstanding Registrable Securities, then the Majority HoldersSecurities held by all Institutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Institutional Investor Holdco, to any transferee of Registrable Securities held by that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring Institutional Investor, be treated as an Institutional Investor Holdco (including the members for all purposes of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement; provided, including however, that if the transferring Institutional Investor is a New Institutional Investor, then such transferee shall, subject to the consent of the transferring New Institutional Investor, be treated as a New Institutional Investor under this Agreement and, solely to the extent expressly provided in accordance with Section 2.03) any joinder to this Agreement to which the applicable transferring New Institutional Investor is a party, an Institutional Investor (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Institutional Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the rights and obligations of each party hereto This Agreement may not be assigned, in whole or in part, assigned without the prior written consent of the Company. Notwithstanding the foregoing, (i) the Company CD&R Investor may assign any of its rights, interests and obligations hereunder to any Permitted Rights Transferee, and (ii) Investor Holdcoin the event of any such assignment, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, such assignee shall agree in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing writing to be bound by the terms and conditions provisions of this Agreement as if such Person were a party hereto Agreement, including the rights, interests and obligations so assigned. The CD&R Stockholders acknowledge that no limited partner of an investment fund managed by Xxxxxxx, Dubilier & Rice, LLC or any portfolio company thereof (together with any other documents excluding the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person and its subsidiaries) will be treated as deemed to be a Holder CD&R Stockholder for all purposes of this Agreement. Notwithstanding the foregoing, any notice (or Demand Request, as applicable) of a CD&R Stockholder to register Registrable Securities pursuant to a registration statement under the Securities Act pursuant to, and in accordance with, Section 2(b), Section 2(e) or Section 3(a) shall be deemed to include, and the Company shall register (subject to the limitations and conditions otherwise applicable to the CD&R Stockholder), any portion of such Registrable Securities that are transferred to a Permitted Rights Transferee prior to the execution of an underwriting agreement in connection with an Underwritten Offering, provided that the notice (or Demand Request, as applicable) described in Section 2(b), Section 2(e) or Section 3(a), as applicable, includes the identity of such Permitted Rights Transferee, the relationship (if any) of such Permitted Rights Transferee with the same rightsCompany, benefits and obligations hereunder as their beneficial ownership of Common Stock, the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior Permitted Rights Transferee to be included in such transfer). Nothing herein shall operate to permit a transfer registration and the intended method of Registrable Securities otherwise restricted distribution thereof, and any other information reasonably requested by the Limited Liability Company Agreement of Investor Holdcoand/or the managing underwriter(s) for inclusion in the applicable Registration Statement, as amended from time to timeProspectus, Free Writing Prospectus or any other agreement to which any Holder may be a partyamendment thereof or supplement thereto.

Successors, Assigns and Transferees. No party hereto may assign any of its rights or delegate any of its obligations under this Agreement by operation of Law or otherwise without the prior written consent of the other parties hereto except any Holder may assign all or a portion of its rights or obligations hereunder to any Person to which such party transfers its ownership of all or any of its Registrable Securities (a) Subject each such Person, a “Permitted Assignee”); provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Transaction Documents, including the Purchase Agreement, the A&R Opco LPA, or the Company’s Charter in effect as of the date of such assignment, transfer or other disposition; provided, further however no Brookfield Excluded Affiliate may be a Permitted Assignee under this Section 2.033.04 unless, in the case of a Transfer from Brookfield or a Brookfield Affiliate, prior to the applicable transfer of Registrable Securities, and as a condition thereof, the applicable Brookfield Excluded Affiliate notifies the Company in writing of such Transfer, which notice shall include a confirmation that such Permitted Transferee is an Affiliate of Brookfield and that, following such transfer, shall no longer be a Brookfield Excluded Affiliate for purposes of this Agreement or any of the other Transaction Documents, including the Purchase Agreement and the A&R Opco LPA. Such Permitted Assignees and any other Person that acquires Registrable Securities in accordance with the terms of the Transaction Documents, shall execute a counterpart to this Agreement and become a party hereto with all the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of hereunder and such Permitted Assignee’s Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable subject to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco any member of the ABS Control Group set forth herein may be assigned, in whole or in part, by Investor Holdcosuch member of the ABS Control Group, to any transferee of Registrable Securities held by Investor Holdco such member of the ABS Control Group (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco the ABS Control Group that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03Any and all rights, the rights duties and obligations of each party hereto may hereunder shall not be assigned, in whole transferred, delegated or in part, sublicensed by any party hereto without the prior written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holdersother party; provided, thathowever, notwithstanding that the foregoing, the rights and obligations of Investor Holdco set forth herein may Investors shall be assigned, in whole or in part, by Investor Holdco, entitled to any transferee of transfer Registrable Securities held by Investor Holdco (including the members to one or more of Investor Holdco and their Affiliates) and to any Affiliate affiliates and, solely in connection therewith, may assign their rights hereunder in respect of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities to one or more of their affiliates, in each case, so long as were applicable such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities held by such transferee hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such transferOther Equity as if such Other Equity were Registrable Securities hereunder, provided, that such Other Entity shall not be required to assume such obligations if, upon consummation of such transaction, the Investors would be able to resell the Other Equity without limitations as to volume or manner of sales pursuant to Rule 144. CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [**], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partySUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (ia) the Company Company, (b) the Tiptree Investors (for so long as the Tiptree Investors hold any Registrable Securities) and (iic) Investor Holdco, or, if Investor Holdco is no longer a Holder of the Warburg Investors (for so long as the Warburg Investors hold any Registrable Securities, then the Majority Holders); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, without such written consent (x) by any Tiptree Investor Holdco, to any transferee of Registrable Securities held by Securities, and such transferee shall, with the consent of the transferring Tiptree Investor, be treated as a Tiptree Investor Holdco (including the members for all purposes of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including and (y) by the Warburg Investors to any transferee of Registrable Securities, and such transferee shall, with the consent of the transferring Warburg Investor, be treated as a Warburg Investor for all purposes of this Agreement; provided further that such transfer to the extent applicable is otherwise effected pursuant to, and in accordance with Section 2.03) with, the Stockholders Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.05 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, further that any such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Tiptree Investor and Warburg Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company Tiptree Investors and Warburg Investors reasonably determines determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the rights and obligations of each party hereto This Agreement may not be assignedassigned without the prior written consent of the Company. Notwithstanding the foregoing, (i) the Stockholders may assign any of its rights, interests and obligations hereunder, in whole or in part, without to any Family-Related Person (as defined in the written consent of (i) the Company Reclassification Agreement), and (ii) Investor Holdcoin the event of any such assignment, orsuch assignee shall agree in writing to be bound by the provisions of this Agreement, if Investor Holdco is no longer including the rights, interests and obligations so assigned by executing a Holder joinder substantially in the form set forth in Exhibit B. Notwithstanding the foregoing, any notice (or Demand Request, as applicable) of WildStar, on behalf of a Stockholder to register Registrable SecuritiesSecurities pursuant to a registration statement under the Securities Act pursuant to, then and in accordance with, Section 2(b), Section 2(e) or Section 3(a) shall be deemed to include, and the Majority Holders; providedCompany shall register (subject to the limitations and conditions otherwise applicable to the Stockholder), thatany portion of such Registrable Securities that are transferred to any Family-Related Person prior to the execution of an underwriting agreement in connection with an Underwritten Offering, notwithstanding provided that the notice (or Demand Request, as applicable) described in Section 2(b), Section 2(e) or Section 3(a), as applicable, includes the identity of such Family-Related Person and the Registrable Securities held by such Family-Related Person to be included in such registration and the intended method of distribution thereof, and any other information reasonably requested by the Company and/or the managing underwriter(s) for inclusion in the applicable Registration Statement, Prospectus, Free Writing Prospectus or any amendment thereof or supplement thereto. In addition to the foregoing, the rights of WildStar under this Agreement are not otherwise transferable and obligations shall cease and be of Investor Holdco set forth herein may no further effect if WildStar ceases to be assignedcontrolled by the Sands Family, in whole or in part, by Investor Holdco, which event the Stockholders shall select a new representative to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliatesreplace WildStar pursuant to Section 9(p) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the a)The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersInstitutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Institutional Investor Holdco, to any transferee of Registrable Securities held that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the Institutional Investors, be treated as an Institutional Investor and/or Holder (as determined by Investor Holdco (including the members of Investor Holdco and their AffiliatesInstitutional Investors) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with for all purposes under this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the CompanyInstitutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority and the Oaktree Holders Majority (i) for so long as the Company Monarch Holders and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of the Oaktree Holders hold any Registrable Securities, then the Majority Holdersrespectively); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires then-outstanding Company Shares or Company Share Equivalents in accordance and such transferee shall, with the consent of the transferring Investor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, This Agreement and the rights of Investor under this Agreement (excluding under Section 3 hereof) may be transferred and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holdersassigned by Investor; provided, thathowever, notwithstanding that no such transfer or assignment shall be binding upon or obligate the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, Company to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee or assignee unless and until the Company shall only be admitted have received notice of such transfer or assignment as herein provided and a party hereunder upon its, his written agreement of the transferee or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing assignee to be bound by the terms and conditions provisions of this Agreement. The rights of Investor under Section 3 of this Agreement as if may not be directly or indirectly transferred or assigned without the prior written consent of the Company; provided, however, that such Person were a party hereto (together rights may be transferred or assigned to an Affiliate of Investor without the consent of the Company, subject to compliance with the requirements set forth in the proviso contained in the immediately preceding sentence. Any purported transfer or assignment of this Agreement and the rights of Investor hereunder in the absence of any other documents consent of the Company reasonably determines are necessary required by the immediately preceding sentence shall be deemed to make be a transfer and assignment of all rights of Investor under this Agreement excluding under Section 3 hereof, and notwithstanding anything herein to the contrary the assignee shall have no rights under such Person a party hereto)section. Any transfer or assignment made other than as provided in the foregoing sentences shall be null and void. In the event of any such transfer or assignment by Investor, whereupon such Person will be treated as a Holder for all purposes any provisions of this AgreementAgreement that requires the approval of Investor, an election by Investor or any similar action on Investor’s part shall be read to require the approval, election or action of the holders of a majority of the then outstanding Registrable Securities. This Agreement may not be transferred or assigned by the Company without the prior written consent of Investor but, in any case of any successor-in-interest to the Company or any Person other than the Company who is an issuer of Registrable Securities, such successor-in-interest or other issuer, shall assume, jointly and severally with the same rightsCompany, benefits the rights and duties of the Company hereunder, and in the event of a merger or consolidation of the Company with or into another corporation (or another entity) or the sale of all or substantially all of the Company’s assets (and it shall be a condition to any such merger, consolidation or sale that such successor-in-interest or other issuer assume (in a writing delivered to Investor) all obligations hereunder jointly and severally with the Company as the transferring Holder with respect provided herein). This Agreement shall be binding upon and shall inure to the transferred Registrable Securities (except that if benefit of the transferee was a Holder prior to such transferparties hereto, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partytheir respective successors and permitted assigns.

Successors, Assigns and Transferees. (a) Subject This Agreement and all provisions hereof shall be binding upon and inure to Section 2.03the benefit of the parties hereto and their respective successors and permitted assigns. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations of each party hereto under this Agreement. A Founding Shareholder may not be assigned, in whole or in part, without the written consent of assign its rights and obligations under this Agreement to any transferee that (i) the Company is an Affiliate and (ii) Investor Holdcoacquires from such Founding Shareholder in a private placement a number of Class A Common Shares or Class B Common Shares equal to at least 5% of the aggregate number of outstanding Class A Common Shares and Class B Common Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, oran executed counterpart of which shall be furnished to the Company. An Institutional Shareholder may assign its rights and obligations under this Agreement to any transferee that is an Affiliate and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, if Investor Holdco is no longer a Holder an executed counterpart of Registrable Securities, then which shall be furnished to the Majority Holders; provided, that, notwithstanding Company. Notwithstanding the foregoing, in each case, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings. Except as set forth in this Section 3.03, the Holders may not assign their rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyhereunder.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder the Institutional Investors holding at least 55% of the then-outstanding Registrable Securities, then the Majority HoldersSecurities held by all Institutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, (a) by any Institutional Investor Holdcoto any Affiliate of such Institutional Investor, or to any transferee of Registrable Securities held that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring Institutional Investor, be treated as an Institutional Investor for all purposes of this Agreement or (b) by any Other Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate Permitted Transferee (as such term is defined in the Stockholders Agreement) to whom such Other Investor has transferred Registerable Securities pursuant to the terms and conditions of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this the Stockholders Agreement, including in accordance and such transferee shall, with Section 2.03) the consent of the transferring Other Investor, be treated as an Other Investor for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that any such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Institutional Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (aand against) Subject the parties and their respective successors and permitted assigns. Filtration may assign this Agreement at any time in connection with a sale or acquisition of Filtration, whether by merger, consolidation, sale of all or substantially all of Filtration’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to Section 2.03, the assume all of Filtration’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least twenty percent (20%) of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder number of Registrable SecuritiesSecurities beneficially owned by Cummins immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, then the Majority Holders; provided, that, notwithstanding an executed counterpart of which shall be furnished to Filtration. Notwithstanding the foregoing, each Holder shall obtain for the rights and obligations benefit of Investor Holdco set forth herein may be assignedFiltration, from each transferee receiving Registerable Securities, an agreement to enter into a holdback obligation, if requested in whole or in part, writing by Investor Holdcothe managing underwriter(s) of an Underwritten Offering hereunder, to restrict the offer, sale, pledge, contract to sell, grant any option thereon, transfer or otherwise dispose of Registerable Securities, during the ninety (90) days beginning on the pricing date of such Underwritten Offering or such shorter period as the managing underwriter(s) otherwise agrees (except as part of such Underwritten Offering or any Distribution or pursuant to a Registration on Form S-8 or S-4 or any successor form thereto or pursuant to other customary exceptions in the managing underwriter's customary forms). Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance complies with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Personscovenants, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution agreements and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyundertaking.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority and the Oaktree Holders Majority (i) for so long as the Company Monarch Holders and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of the Oaktree Holders hold any Registrable Securities, then the Majority Holdersrespectively); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires then-outstanding Company Shares or Company Share Equivalents in accordance and such transferee shall, with the consent of the transferring Investor, be treated as an "Investor" for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a "Holder" for all purposes of this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “"Permitted Assignee” " and all such Persons, collectively, are “"Permitted Assignees”"); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer the Cartesian Investors holding a Holder majority of the then- outstanding Registrable Securities, then the Majority HoldersSecurities held by all Cartesian Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Cartesian Investor Holdco, to any transferee of Registrable Securities held by that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the written consent of the transferring Cartesian Investor, be treated as a Cartesian Investor Holdco (including the members for all purposes of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Cartesian Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Cartesian Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns under this Section 2.03, 11.2. The provisions of this Agreement which are for the rights benefit of a holder of Registrable Securities shall be for the benefit of and obligations enforceable by any transferee of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of such Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any provided that such transferee of acquires such Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this all of the terms of the Securityholders Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such an express assignment shall have been made, and the transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of has executed a joinder agreement, in form and substance reasonably acceptable to the Company, agreement agreeing to be bound by all of the terms and conditions transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of this Agreement as if such Person were a party hereto (together with any other documents which shall have been delivered to the Company reasonably determines are necessary to make (each such Person transferee, a party hereto)“Permitted Transferee”) and provided further, whereupon such Person will that the Hayfords’ rights under Section 1.2 hereof shall not be treated as a Holder for all purposes of this Agreement, transferable other than in connection with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by permitted under the Limited Liability Company Securityholders Agreement (i) in the case of Investor Holdcothe death of either WJH or MLH to WJH’s or MLH’s executors, as amended from time administrators, testamentary legatees or beneficiaries or (ii) for estate planning purposes to timeone of the entities enumerated in Section 1.4 of the Securityholders Agreement. Notwithstanding anything herein to the contrary, the Management Securityholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties hereto shall be entitled to deal exclusively with the Management Securityholders and rely on the consent, waiver or any other agreement to which action by the Management Securityholders as the consent, waiver or other action, as the case may be, of any Holder may be a partysuch Permitted Transferees of such Management Securityholders.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns under this Section 2.0311.2. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities, provided that such transferee acquires such Registrable Securities in accordance with the terms of the Stockholders' Agreement and, provided, further, that such transferee has executed a Joinder Agreement in the form of Exhibit A attached hereto, copies of which shall have been delivered to the Company. For the avoidance of doubt, any Affiliate transferee of any CVC Stockholder or OTPP shall have the rights and obligations of each party hereto a CVC Stockholder or OTPP, as the case may be, and any non-Affiliate transferee of any CVC Stockholder or OTPP or any of their respective Affiliates shall have the rights granted to Other Stockholders hereunder and will not be assigned, in whole have any rights specifically granted to CVC or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; OTPP provided, that, that notwithstanding the foregoingassignment hereunder of any rights to an Affiliate of CVC or OTPP, the rights parties hereto are entitled for purposes of this Agreement to deal exclusively with CVC or OTPP, as the case may be, and obligations of Investor Holdco set forth herein may be assignedprovided, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that the assignment hereunder of any rights to an Affiliate of any Stockholder shall be void and of no effect as of the date such transferee shall only Person ceases to be admitted as a party hereunder upon its, his or her execution and delivery an Affiliate of a joinder agreement, in form and substance reasonably acceptable such Stockholder. Notwithstanding anything herein to the Companycontrary, agreeing the Other Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties hereto shall be entitled to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, deal exclusively with the same rightsOther Stockholders and rely on the consent, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, waiver or any other agreement to which action by the Other Stockholders as the consent, waiver or other action, as the case may be, of any Holder may be a partysuch Permitted Transferees of such Other Stockholders.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersInstitutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Institutional Investor Holdco, to any transferee of Registrable Securities held by that holds (after giving effect to such transfer) together with its Affiliates, in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring Institutional Investor, be treated as a Institutional Investor Holdco (including the members for all purposes of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the CompanyMajority Institutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Majority Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and shall inure to Section 2.03, the rights and obligations benefit of each party hereto hereto, and their respective successors, assigns and transferees. The Carlyle Group or any other Holder under this Agreement may not be assigned, in whole or in part, without the written consent of assign its rights under this Agreement only to (i) the Company and an Affiliate, (ii) Investor Holdcoother successors, orassigns and transferees of Carlyle L.L.C., if Investor Holdco is no longer a Carlyle, C/S, or Carlyle U.S., or (iii) any Holder of Registrable Securities, then not less than the Majority Holders; provided, that, notwithstanding lesser of ten percent (10%) of the foregoing, Warrant Shares and the rights and obligations of Investor Holdco set forth herein may be assigned, in whole Dividend Shares originally held by the Carlyle Group or in part, by Investor Holdco, to any transferee all the remaining shares of Registrable Securities held by Investor Holdco the assignor (including or such lesser amount of total Registrable Securities held by the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03assignor) (each Person subject to whom adjustment for stock splits, stock dividends and the like); provided, however, that the Company is given written notice from the Carlyle Group or any such Holder at the time of such transfer stating the name and address of the transferee or assign and identifying the securities with respect to which the rights and obligations hereunder are assigned in compliance with this Section 4.08 is being transferred. As a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such condition to the effectiveness of any transfer permitted hereunder (i) the transferee or assign shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreementagree, in form and substance reasonably acceptable to the Companywriting, agreeing to be bound by the terms and conditions provisions of this Agreement as if such Person were a party hereto and (together with any other documents ii) the Company reasonably determines are necessary to make such Person shall be given written notice at the time of or within a party hereto)reasonable time after said transfer or assignment, whereupon such Person will be treated as a Holder for all purposes stating the name and address of this Agreement, with said transferee or assign and identifying the same rights, benefits and obligations hereunder as the transferring Holder securities with respect to which such registration rights are being assigned. Provided that the transferred Registrable Securities (except that if Carlyle Group or any Holder and any transferee or assignee has complied with the transferee was a Holder prior to such transferforegoing conditions, such transferee this Agreement shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a survive any transfer of Registrable Securities otherwise restricted by to and shall inure to the Limited Liability Company Agreement benefit of Investor Holdcoan Affiliate or such other successors, as amended from time to time, assigns and transferees of the Carlyle Group or any other agreement to which any Holder may be a partysuch Holder.

Successors, Assigns and Transferees. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, heirs, legatees, successors and assigns and any other transferee of the Shares that is an Affiliate of a Stockholder and will also apply to any Shares acquired by Stockholders after the date hereof. This Agreement is not intended to and does not confer upon any Person other than the Parties to any rights or remedies under this Agreement. The rights granted to each Stockholder (atogether with the related obligations) Subject pursuant to Section 2.03, this Agreement (but not including the rights and obligations of each party hereto the Stockholder pursuant to Section 1 of this Agreement and subject to the proviso in Section 2(d)) may not be assigned, in whole or in part, without Transferred by such Stockholder to any Person who acquires from such Stockholder at least 5% of the written consent Parent Common Stock outstanding on the date of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holderssuch Transfer; provided, that, notwithstanding that such Stockholder shall give Parent written notice at the foregoing, time of such Transfer stating the name and address of the transferee and identifying the securities with respect to which such rights and obligations are being assigned. In the event that any Stockholder Transfers all or any portion of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and its Shares to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares such Stockholder or Company Share Equivalents in accordance with this Agreementto any other Person pursuant to the prior sentence, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted will execute a counterpart of this Agreement in the form attached as a party hereunder upon its, his or her execution Exhibit A hereto and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing agree to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any hereof other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes than Section 1 of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect be entitled to the transferred rights provided herein, for all purposes hereunder. Any Affiliate of a Stockholder that receives Shares hereunder will be considered a "Stockholder" for all purposes hereunder other than under Sections 1 and 8(a) of this Agreement. The Company may not assign this Agreement without the written consent of the Stockholders holding a majority of the Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities Shares then held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyStockholders.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns under this Section 2.03, 11.2. The provisions of this Agreement which are for the rights and obligations benefit of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder holder of Registrable Securities, then Securities shall be for the Majority Holders; provided, that, notwithstanding the foregoing, the rights benefit of and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, enforceable by Investor Holdco, to any transferee of such Registrable Securities; provided that such transferee acquires such Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreementall of the terms of the Limited Liability Company Agreement and pursuant to an express assignment from the transferor; and provided, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of executes a joinder agreement, in form and substance reasonably acceptable to the Company, agreement agreeing to be bound by all of the terms and conditions transferor's obligations hereunder, including, without limitation, Section 5 hereof, copies of this Agreement as if such Person were a party hereto (together with any other documents which shall have been delivered to the Company reasonably determines are necessary (each such transferee, a "Permitted Transferee"). Notwithstanding anything herein to make the contrary, unless the LLC otherwise consents (such Person a party heretoconsent not to be unreasonably withheld), whereupon such Person will the Management Stockholders, if any, must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties hereto shall be treated as a Holder for all purposes of this Agreement, entitled to deal exclusively with the same rightsManagement Stockholders, benefits if any, and obligations hereunder as rely on the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transferconsent, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, waiver or any other agreement to which action by the Management Stockholders, if any, as the consent, waiver or other action, as the case may be, of any Holder may be a partysuch Permitted Transferees of such Management Stockholders, if any.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and insure to Section 2.03, the rights and obligations benefit of each party the parties hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) respective successors and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with permitted assigns under this Section 4.08 is a “Permitted Assignee” 12.2. Provided that an express assignment shall have been made, and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of the assignee has executed a joinder agreement, in form and substance reasonably acceptable to the Company, agreement agreeing to be bound by all of the terms and conditions assignor's obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company, the provisions of this Agreement as if such Person were which are for the benefit of a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer holder of Registrable Securities otherwise restricted shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities, PROVIDED that such transferee acquires such Registrable Securities in accordance with the Limited Liability Company terms of the Stockholders' Agreement ("PERMITTED TRANSFEREES"). Notwithstanding anything herein to the contrary, (A) the Management Stockholders must exercise all rights hereunder on behalf of Investor Holdcoany of their Permitted Transferees and all other parties hereto shall be entitled to deal exclusively with the Management Stockholders and rely on the consent, as amended from time to time, waiver or any other agreement action by the Management Stockholders as the consent, waiver or other action, as the case may be, of any such Permitted Transferees of such Management Stockholders and (B) THL shall be entitled to which and must exercise all rights hereunder on behalf of any Holder of the THL Related Parties or the THL Holders, and Xxxxx shall be entitled to and must exercise all rights hereunder on behalf of any of the Xxxxx Holders, and all other parties hereto shall be entitled to deal exclusively with THL or Xxxxx, as applicable, and rely on the consent, waiver or any other action by THL or Xxxxx, as applicable, as the consent, waiver or other action, as the case may be a partybe, of the THL Related Parties, the THL Holders and the Xxxxx Holders.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority, the Oaktree Holders Majority, and the Silver Oak Holder (i) for so long as the Company Monarch Holders, the Oaktree Holders, and (ii) Investor Holdco, or, if Investor Holdco is no longer a the Silver Oak Holder of hold any Registrable Securities, then the Majority Holdersrespectively); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires then-outstanding Company Shares or Company Share Equivalents in accordance and such transferee shall, with the consent of the transferring Investor, be treated as an "Investor" for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a "Holder" for all purposes of this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “"Permitted Assignee” " and all such Persons, collectively, are “"Permitted Assignees”"); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersShareholder; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, the Shareholder to any transferee of Registrable Securities held that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the Shareholder, be treated as the Shareholder and/or Holder (as determined by Investor Holdco (including the members of Investor Holdco and their AffiliatesShareholder) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with for all purposes under this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the CompanyShareholder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably Shareholder determines are necessary to make such Person a party hereto), whereupon such Person will be treated as the Shareholder and/or a Holder Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder Shareholder and/or a Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors, personal representatives and assigns under this Section 2.03, the rights and obligations of each party hereto 9.2. The Company may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Majority Voting Holders. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be assignedfor the benefit of and enforceable by any transferee of such Registrable Securities. Any holder of Registrable Securities may, at its election and at any time or from time to time, assign its rights under this Agreement, in whole or in part, without the written consent to any Person to whom such holder sells, assigns or otherwise transfers its shares of Registrable Securities; provided that (i) the Company such transferee acquires such Registrable Securities in accordance with any then applicable transfer restrictions in respect of such Registrable Securities and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then such assignment shall be binding upon or obligate the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, Company to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution unless and delivery of until such transferee executes a joinder agreement, in form and substance reasonably acceptable to the Company, agreement agreeing to be bound by all of the terms and conditions transferor’s obligations hereunder, including, without limitation, Section 4 hereof, copies of this Agreement as if such Person were a party hereto (together with any other documents which shall have been delivered to the Company reasonably determines are necessary (each such transferee, a "Permitted Transferee”). Notwithstanding anything herein to make such Person a party hereto)the contrary, whereupon such Person will the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties shall be treated as a Holder for all purposes of this Agreement, entitled to deal exclusively with the same rightsManagement Stockholders and rely on the consent, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, waiver or any other agreement to which action by the Management Stockholders as the consent, waiver or other action, as the case may be, of any Holder may be a partysuch Permitted Transferees of such Management Stockholders.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to Section 2.03, the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein hereunder may be assigned, assigned (but only with all related obligations) in whole or in part, by Investor Holdco, to any transferee connection with a Transfer of Registrable Securities held by Investor Holdco (including to a Permitted Transferee of that Holder. No assignment permitted under the members terms of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 11(d) will be effective unless and until the Permitted Transferee to which the assignment is being made, if not a “Permitted Assignee” and all such PersonsHolder, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable has delivered to the Company, Issuer the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by the terms by, and conditions of be party to, this Agreement to the same extent as its transferor. A Permitted Transferee to whom rights are transferred pursuant to this Section 11(d) may not again Transfer those rights to any other Permitted Transferee, other than as provided in this Section 11(d). Notwithstanding the foregoing, in each case, if such Person were transfer is subject to covenants, agreements or other undertakings with the Issuer restricting transferability thereof, the rights to Transfer Registrable Securities shall not be Transferred in connection with such Transfer unless such transferee complies with all such covenants, agreements and other undertakings. The Issuer shall assign this Agreement in connection with a party hereto (together with any other documents sale or acquisition of the Company reasonably determines are necessary Issuer, whether by merger, consolidation, sale of all or substantially all of the Issuer’s assets, or similar transaction, without the consent of the Holders, and the successor or acquiring person shall agree in writing to make such Person a party hereto), whereupon such Person will be treated as a Holder for assume all purposes of the Issuer’s rights and obligations under this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03Neither the Company nor any Stockholder shall assign all or any part of this Agreement without the prior written consent of the Company and the Stockholders of a majority of the Registrable Securities; provided, however, that the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Oaktree Investor, Stonehill Investor Holdcoor SVP Investor to any Affiliate of such Oaktree Investor, Stonehill Investor or SVP Investor, as applicable (each, an “Affiliate Transferee”); provided, further, the rights and obligations set forth herein may be assigned, in whole or in part, by any Oaktree Investor, Stonehill Investor or SVP Investor to any transferee of Registrable Securities held by Investor Holdco that is not an Affiliate that holds (including after giving effect to such transfer and assuming the members conversion of Investor Holdco and their Affiliatesany LLC Units) and to any in excess of five percent (5%) of the then-outstanding Common Stock (each, a “Non-Affiliate Transferee” and, together with each Affiliate Transferee, the “Permitted Transferees”). Notwithstanding the foregoing, no assignment permitted under the terms of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 9(e) will be effective unless the transferee to which the assignment is being made, if not a “Permitted Assignee” and all such PersonsHolder, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of has delivered to the Company a joinder agreement, in substantially the form and substance reasonably acceptable to the Companyattached hereto as Exhibit A, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person and become a party hereto), whereupon such Person will be treated as a Holder Stockholder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder Stockholder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transferSecurities. Except as otherwise provided herein, such transferee shall have the same rights, benefits and obligations with respect this Agreement will inure to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer benefit of Registrable Securities otherwise restricted by and be binding upon the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyparties hereto and their respective successors and permitted assigns.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and the Veritable Holders Majority (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of for so long as the Veritable Holders hold any Registrable Securities, then the Majority Holders); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in partpart and only with respect to such transferred Registrable Securities, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliatesi) and to any Affiliate of such Investor or (ii) any transferee who receives from such Investor in such transfer at least 4,000,000 Registrable Securities (subject to appropriate adjustment for any stock dividends, splits, combinations, recapitalizations or similar transactions) and such transferee shall, with the consent of the transferring Investor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a member “Holder” for all purposes of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 5.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to each Investor and the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Investors and the Company reasonably determines determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate ; and, provided, further, that, notwithstanding anything to permit a transfer the contrary, the Company may, without the consent of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement party, transfer any of its rights or obligations under this Agreement to which any Holder may be Person in connection with a partysale of the Company (by merger or consolidation or otherwise) or of all or substantially all of the Company’s assets.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority and the Oaktree Holders Majority (i) for so long as the Company Monarch Holders and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of the Oaktree Holders hold any Registrable Securities, then the Majority Holdersrespectively); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires then-outstanding Company Shares or Company Share Equivalents in accordance and such transferee shall, with the consent of the transferring Investor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (ai) Subject This Agreement shall be binding upon and inure to Section 2.03the benefit of and be enforceable by the Parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of Holders shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the provisions contained herein. The rights of a Holder hereunder may be assigned (but only with all related obligations set forth below) in connection with a Transfer of Registrable Securities effected in accordance with the terms of this Agreement to a Permitted Transferee of that Holder. The rights of Continuing LLC Investor hereunder may be assigned at any time in connection with the sale of all of the Registrable Securities it owns at the time of such sale to a Person; provided, that the successor or acquiring Person agrees in writing to assume all of Continuing LLC Investor’s rights and obligations under this Agreement. In the event that Continuing LLC Investor sells fewer than all of the Registrable Securities it owns at the time of such sale to a Person, such Person may become a party to this Agreement; provided, that the successor or acquiring person shall assume the rights and obligations of each party hereto may the Other Investors and shall not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, assume the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, Continuing LLC Investor. Without prejudice to any transferee other or similar conditions imposed hereunder with respect to such Transfer, no assignment permitted under the terms of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 11(d) will be effective unless and until the Permitted Transferee to which the assignment is being made, if not a “Permitted Assignee” and all such PersonsHolder, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable has delivered to the Company, Issuer the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by the terms by, and conditions of be party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 11(d) may not again Transfer those rights to any other Permitted Transferee, other than as provided in this Section 11(d). The Issuer may assign this Agreement as if such at any time in connection with a sale or acquisition of the Issuer, whether by merger, consolidation, sale of all or substantially all of the Issuer’s assets, or similar transaction, without the consent of the Holders; provided, that the successor or acquiring Person were a party hereto (together with any other documents agrees in writing to assume all of the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of Issuer’s rights and obligations under this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer the Investor(s) holding a Holder majority of the then-outstanding Registrable Securities, then Securities held by the Majority HoldersInvestor(s) and its assigns; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, the Investor(s) to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members then-outstanding Registrable Securities, and such transferee shall, with the written consent of Investor Holdco and their Affiliates) and to any Affiliate the transferring Investor(s), be treated as a Holder for all purposes of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 6.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Holder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersInstitutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Institutional Investor Holdco, to any transferee of Registrable Securities held that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the Institutional Investors, be treated as an Institutional Investor and/or Holder (as determined by Investor Holdco (including the members of Investor Holdco and their AffiliatesInstitutional Investors) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with for all purposes under this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the CompanyInstitutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject This Agreement and all provisions hereof shall be binding upon and inure to Section 2.03, the rights and obligations benefit of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco Parties and their Affiliates) respective successors and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom permitted assigns. For the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, a “successor” shall include any entity that is a legal successor to either Party as a result of a sale or acquisition of such Party, whether by merger, consolidation, reorganization, recapitalization or sale of all or substantially all of such Party’s assets or stock. Except (i) for any assignment (including by operation of law) to a Party’s successor or (ii) as otherwise explicitly set forth herein, this Agreement may not be assigned by any Party by operation of law or otherwise without the express written consent of the Holders (in the case of an assignment by Radio) or Radio (in the case of an assignment by the Holders) (in each case, which consent may be granted or withheld in such Party’s sole discretion); provided that (a) any Party may assign this Agreement at any time in connection with a sale or acquisition of such Party, whether by merger, consolidation, reorganization, recapitalization or sale of all or substantially all of Radio’s assets, or similar transaction, without the same rights, benefits consent of the other parties; provided that the successor or acquiring Person agrees in writing to assume all of such Party’s rights and obligations hereunder as under this Agreement and (b) a Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least 5% of the transferring Holder with respect to the transferred number of Registrable Securities immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Radio. Notwithstanding the foregoing, except for any assignment (except that including by operation of law) to a party’s successor, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the transferee was a Holder prior to Registration Rights shall not be transferred in connection with such transfer, unless such transferee shall have the same rightscomplies with all such covenants, benefits agreements and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyundertaking.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersInstitutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, without such consent by any Institutional Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their AffiliatesA) and to any an Affiliate of a member of such Institutional Investor Holdco that otherwise acquires holds Company Shares or (B) any Person who receives Company Share Equivalents Shares upon a distribution in accordance with this Agreement, including in accordance with Section 2.03) kind by Arsenal and who is not permitted under Rule 144 under the Securities Act to dispose of such Company Shares without limitation (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Institutional Investors and the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Institutional Investors and the Company reasonably determines determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject This Agreement and all provisions hereof shall be binding upon and inure to Section 2.03the benefit of the parties hereto and their respective successors and permitted assigns. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations of each party hereto under this Agreement. A Holder may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the assign its rights and obligations under this Agreement only (a) to an Affiliate of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to such Holder that acquires any transferee of such Holder’s Registrable Securities held by Investor Holdco (including and executes an agreement to be bound hereby in the members form attached hereto as Exhibit A, an executed counterpart of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee which shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable furnished to the Company, agreeing or (b) with the prior written consent of the Company, and any purported assignment by a Holder other than as set forth in this Section 4.4(a) shall be null and void; provided, however, that, prior to the first anniversary of the date of this Agreement, the Parent or any of its subsidiaries that is a Holder may assign its right to one Demand Registration hereunder to each unaffiliated third party to whom the Parent sells or otherwise transfers Registrable Securities representing five percent (5%) or more of the Company’s then issued and outstanding Common Stock (a “Transferee”), which Demand Registration shall be bound by subject to the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party heretothan Sections 2.2(a), whereupon 2.2(b), 2.2(c) and 2.5, and Article III hereof); provided, further, that (i) if the Transferee shall exercise any Demand Registration that has been assigned to it by Parent or any of Parent’s subsidiaries pursuant to the foregoing, then such Person will be treated as Demand Registration shall constitute a Holder Demand Registration request by the Holder(s) for all purposes of the limitation on the number of Demand Registration requests set forth in Section 2.1(b); and (ii) no Transferee may exercise any Demand Registration assigned to such Transferee after the first anniversary of the date of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority HoldersCompany; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor HoldcoEQT, CPPIB, or Bain to (i) any Permitted Transferee (as defined in the Stockholders Agreement in connection with a Permitted Transfer), (ii) with respect to EQT, any transferee that acquires Registrable Securities in accordance with the Stockholders Agreement and (iii) with respect to CPPIB and Bain, any transferee that acquires more than 50% of the Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares CPPIB or Company Share Equivalents Bain in accordance with this the Stockholders Agreement, including in accordance as applicable, and such transferee shall, with Section 2.03the consent of the applicable Institutional Investor, be treated as an Institutional Investor and/or Holder (as determined by the applicable Institutional Investor) for all purposes under this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the CompanyInstitutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits benefits, and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits benefits, and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03Any and all rights, the rights duties and obligations of each party hereto may hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors (a) shall be entitled to transfer Registrable Securities to (i) one or more of their respective affiliates (ii) any member or members of such Investor’s Immediate Family or a trust for the benefit of any member or members of such Investor’s Immediate Family, (iii) a trust in whole respect of which such Investor serves as trustee, or (iv) a limited partnership or limited liability company, all partners or members of which are members of such Investor’s Immediate Family, and (b), solely in partconnection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the written prior consent of (i) the Company Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then void. Subject to the Majority Holders; provided, that, notwithstanding the foregoingforegoing and except as otherwise provided herein, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Person Other Equity were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyhereunder.

Successors, Assigns and Transferees. (a) Subject to Section 2.03Any and all rights, the rights duties and obligations of each party hereto may hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that (A) the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in whole connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities to one or more of their affiliates, in parteach case, so long as such Investor is not relieved of any liability or obligations hereunder, without the written prior consent of the Company, and (B) the rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company and within a reasonable time after such assignment; (ii) Investor Holdcothe Company is, orwithin a reasonable time after such transfer or assignment, if Investor Holdco is no longer a Holder furnished with written notice of Registrable Securities, then (a) the Majority Holders; provided, that, notwithstanding the foregoing, the rights name and obligations address of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon itsor assignee, his and (b) the securities with respect to which such registration rights are being transferred or her execution assigned; and delivery (iii) at or before the time the Company receives the written notice contemplated by clause (ii) of a joinder agreement, this sentence the transferee or assignee agrees in form and substance reasonably acceptable to writing with the Company, agreeing Company to be bound by all of the terms provisions contained herein. Any transfer or assignment made other than as provided in this Section 3.5 shall be null and conditions void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby shareholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Person Other Equity were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except hereunder; provided, that if such Other Entity shall not be required to assume such obligations if, upon consummation of such transaction, the transferee was a Holder prior Investors would be able to such transfer, such transferee shall have resell the same rights, benefits and obligations with respect Other Equity without limitations as to the such transferred Registrable Securities as were applicable volume or manner of sale pursuant to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partyRule 144.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer the Institutional Investors holding a Holder majority of the then-outstanding Registrable Securities, then the Majority HoldersSecurities held by all Institutional Investors; provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Institutional Investor Holdco, or any Mutual Fund Investor to any transferee of Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities (or, if less, all of the Registrable Securities held by such Institutional Investor Holdco (including or Mutual Fund Investor, as applicable), and such transferee shall, with the members consent of the transferring Institutional Investor Holdco and their Affiliates) and to any Affiliate or Mutual Fund Investor, be treated as an Institutional Investor or Mutual Fund Investor, as applicable, for all purposes of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Institutional Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the rights and obligations of each party hereto This Agreement may not be assigned, in whole or in part, assigned without the prior written consent of the Company. Notwithstanding the foregoing, (i) the Company CD&R Investor may assign any of its rights, interests and obligations hereunder to (a) any Affiliate of the CD&R Investor and (b) any Permitted Rights Transferee who acquires at least 25% of the Registrable Securities held by the CD&R Stockholders as of the date hereof, and (ii) Investor Holdco, or, if Investor Holdco is no longer in the event of and as a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, condition to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents such assignment, such assignee shall agree in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing writing to be bound by the terms and conditions provisions of this Agreement as if such Person were a party hereto Agreement, including the rights, interests and obligations so assigned. The CD&R Stockholders acknowledge that no limited partner of an investment fund managed by Xxxxxxx, Dubilier & Rice, LLC or any portfolio company thereof (together with any other documents excluding the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person and its subsidiaries) will be treated as deemed to be a Holder CD&R Stockholder for all purposes of this Agreement. Notwithstanding the foregoing, any notice (or Demand Request, as applicable) of a CD&R Stockholder to register Registrable Securities pursuant to a registration statement under the Securities Act pursuant to, and in accordance with, Section 2(b), Section 2(e) or Section 3(a) shall be deemed to include, and the Company shall register (subject to the limitations and conditions otherwise applicable to the CD&R Stockholder), any portion of such Registrable Securities that are transferred to a Permitted Rights Transferee prior to the execution of an underwriting agreement in connection with an Underwritten Offering and the effectiveness of the registration statement, in each other case, provided that the notice (or Demand Request, as applicable) described in Section 2(b), Section 2(e) or Section 3(a), as applicable, includes the identity of such Permitted Rights Transferee, the relationship (if any) of such Permitted Rights Transferee with the same rightsCompany, benefits and obligations hereunder as their beneficial ownership of Common Stock, the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior Permitted Rights Transferee to be included in such transfer). Nothing herein shall operate to permit a transfer registration and the intended method of Registrable Securities otherwise restricted distribution thereof, and any other information reasonably requested by the Limited Liability Company Agreement of Investor Holdcoand/or the managing underwriter(s) for inclusion in the applicable Registration Statement, as amended from time to timeProspectus, Free Writing Prospectus or any other agreement to which any Holder may be a partyamendment thereof or supplement thereto.

Successors, Assigns and Transferees. This Agreement may not be assigned by the Company (awhether by operation of law or otherwise) Subject without the prior written consent of (i) from and after the Effective Date and until , 2018, (A) each Original Financial Investor until such time that the Original Financial Investors have Transferred to third parties (other than in an Excluded Transfer) at least or more Registrable Securities (for the avoidance of doubt, as adjusted for any stock splits or stock dividends with respect to such shares of Common Stock) in the aggregate, (B) holders of a majority of the Registrable Securities held by all Financial Investors so long as such Financial Investors hold in the aggregate three percent (3.0%) or more of the issued and outstanding shares of Common Stock at such time of determination and (C) holders of a majority of the Registrable Securities and (ii) after , 2018, holders of a majority of the Registrable Securities; provided, however, that no such prior written consent shall be necessary in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, and such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Holders in connection with such transaction unless such securities are otherwise freely tradable by the Holders after giving effect to such transaction. Except as set forth in Section 2.038(a), the rights and obligations of each party hereto may the Holders under this Agreement shall not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a assignable by any Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including Person that is not a Holder. This Agreement shall be binding upon the members of Investor Holdco parties hereto and their Affiliates) respective successors, assigns and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partytransferees.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors, personal representatives and assigns under this Section 2.03, the rights and obligations of each party hereto 9.2. The Company may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Majority Voting Holders. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be assignedfor the benefit of and enforceable by any transferee of such Registrable Securities. Any holder of Registrable Securities may, at its election and at any time or from time to time, assign its rights under this Agreement, in whole or in part, without the written consent to any Person to whom such holder sells, assigns or otherwise transfers its shares of Registrable Securities; provided that (i) the Company such transferee acquires such Registrable Securities in accordance with any then applicable transfer restrictions in respect of such Registrable Securities and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then such assignment shall be binding upon or obligate the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, Company to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution unless and delivery of until such transferee executes a joinder agreement, in form and substance reasonably acceptable to the Company, agreement agreeing to be bound by all of the terms and conditions transferor’s obligations hereunder, including, without limitation, Section 4 hereof, copies of this Agreement as if such Person were a party hereto (together with any other documents which shall have been delivered to the Company reasonably determines are necessary (each such transferee, a “Permitted Transferee”). Notwithstanding anything herein to make such Person a party hereto)the contrary, whereupon such Person will the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties shall be treated as a Holder for all purposes of this Agreement, entitled to deal exclusively with the same rightsManagement Stockholders and rely on the consent, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, waiver or any other agreement to which action by the Management Stockholders as the consent, waiver or other action, as the case may be, of any Holder may be a partysuch Permitted Transferees of such Management Stockholders.

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and shall inure to Section 2.03, the rights benefit of the parties hereto and obligations their respective successors and permitted assigns who agree in writing to be bound by the provisions of each party this Agreement. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may not be assigned, in whole transferred or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, assigned to any transferee Person in connection with a transfer of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each unless such Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of signs a joinder agreement, agreement to this Agreement in form and substance reasonably acceptable to the Company. Except as provided in Section 4 with respect to an Indemnified Party, agreeing nothing expressed or mentioned in this Agreement is intended or shall be construed to be bound by give any Person other than the terms parties hereto and conditions their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained. The rights of Wayzata hereunder may be assigned (but only with all related obligations as if such Person were a party hereto (together set forth below) in connection with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by to a Permitted Transferee; provided, however, that (i) the Limited Liability transferor shall, within ten (10) days after such transfer, furnish to the Company Agreement written notice of Investor Holdco, as amended from time the name and address of such transferee or assignee and the securities with respect to time, or which such registration rights are being assigned. Without prejudice to any other agreement or similar conditions imposed hereunder with respect to any such transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the transferee to which any Holder may the assignment is being made, if not a Wayzata Party, has ​ ​ delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the transferee will be a partybound by this Agreement.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (ia) the Company Company, (b) the Tiptree Investors (for so long as the Tiptree Investors hold any Registrable Securities) and (iic) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable the Warburg Investors (for so long as the Warburg Investors hold any Registerable Securities, then the Majority Holders); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, without such written consent (x) by any Tiptree Investor Holdco, to any transferee of Registrable Securities held by Securities, and such transferee shall, with the consent of the transferring Tiptree Investor, be treated as a Tiptree Investor Holdco (including the members for all purposes of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including and (y) by the Warburg Investors to any transferee of Registrable Securities, and such transferee shall, with the consent of the transferring Warburg Investor, be treated as a Warburg Investor for all purposes of this Agreement; provided, further, that such transfer to the extent applicable is otherwise effected pursuant to, and in accordance with Section 2.03) with, the Stockholders Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.05 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that any such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Tiptree Investor and Warburg Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company Tiptree Investors and Warburg Investors reasonably determines determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall 35 have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Stockholders Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Oaktree Holders Majority, the Silver Oak Holder, the Senator Holder, the Augustea Holder Majority and the Xxxxx Holders Majority (i) for so long as the Company Oaktree Holders, the Silver Oak Holder, the Senator Holder, the Augustea Holders and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of the Xxxxx Holders hold any Registrable Securities, then the Majority Holdersrespectively); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires then-outstanding Company Shares or Company Share Equivalents in accordance and such transferee shall, with the consent of the transferring Investor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).” 8. Nothing herein Section 2.12 of the Agreement shall operate to permit a transfer of Registrable Securities otherwise restricted be amended by replacing it in its entirety with the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.following:

Successors, Assigns and Transferees. (a) Subject This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns under this Section 2.03, 11.2. The provisions of this Agreement which are for the rights and obligations benefit of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder holder of Registrable Securities, then Securities shall be for the Majority Holders; provided, that, notwithstanding the foregoing, the rights benefit of and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, enforceable by Investor Holdco, to any transferee of such Registrable Securities; provided that such transferee acquires such Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor HoldcoPoseidon LLC and pursuant to an express assignment from the transferor; and provided, as amended from time further, that such transferee executes a joinder agreement agreeing to timebe bound by all of the transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”). Notwithstanding anything herein to the contrary, unless Poseidon LLC otherwise consents (such consent not to be unreasonably withheld), the Management Stockholders, if any, must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties hereto shall be entitled to deal exclusively with the Management Stockholders, if any, and rely on the consent, waiver or any other agreement to which action by the Management Stockholders, if any, as the consent, waiver or other action, as the case may be, of any Holder may be a partysuch Permitted Transferees of such Management Stockholders, if any.

Successors, Assigns and Transferees. (a) Subject to Section 2.03, the The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority, the Oaktree Holders Majority, the Silver Oak Holder, and the Senator Holder (i) for so long as the Company Monarch Holders, the Oaktree Holders, the Silver Oak Holder, and (ii) Investor Holdco, or, if Investor Holdco is no longer a the Senator Holder of hold any Registrable Securities, then the Majority Holdersrespectively); provided, thathowever, that notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by any Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco that holds (including after giving effect to such transfer) in excess of one percent (1%) of the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires then-outstanding Company Shares or Company Share Equivalents in accordance and such transferee shall, with the consent of the transferring Investor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Companyeach Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).” 8. Nothing herein shall operate The Senator Holder hereby accedes to permit a transfer of Registrable Securities otherwise restricted and ratifies the Agreement and covenants and agrees with the Company to be bound by the Limited Liability terms of the Agreement as a “Holder” and to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by it under or by virtue of the Agreement in all respects as if named as a party therein. 9. The Company covenants and agrees that the Senator Holder shall be entitled to all the benefits of the terms and conditions of the Agreement of Investor Holdcoto the intent and effect that the Senator Holder shall be deemed, with effect from the date hereon, to be a party to the Agreement as a “Holder.” 10. The Agreement, as amended from time by this Amendment, is and shall continue to time, or any other agreement to which any Holder be in full force and effect. 11. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a partysignature page to this Amendment by facsimile shall be effective as delivery of manually executed counterpart of this Amendment. 12. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.

Successors, Assigns and Transferees. (a) Subject to Except as set forth in this Section 2.0310(d), this Agreement and the rights rights, duties and obligations of each party hereto the Company and the other Parties may not be assignedassigned or delegated by any Party, in whole or in part, without the prior written consent of (i) each other Party. This Agreement shall be binding upon and inure to the Company benefit of and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then be enforceable by the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco Parties and their Affiliates) respective successors and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents assigns who agree in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing writing to be bound by the terms provisions of this Agreement. In addition, and conditions whether or not any express assignment shall have been made, the provisions of this Agreement as if such Person were which are for the benefit of Holders shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the provisions contained herein. The rights of a party hereto Holder hereunder may be assigned (together but only with all related obligations set forth below) in connection with a Transfer of Registrable Securities effected in accordance with the terms of this Agreement to a Permitted Transferee of that Holder. Without prejudice to any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations or similar conditions imposed hereunder as the transferring Holder with respect to such Transfer, no assignment permitted under the terms of this Section 10(d) will be effective unless and until the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by, and be party to, this Agreement. A Permitted Transferee to whom rights are transferred Registrable Securities (except pursuant to this Section 10(d) may not again Transfer those rights to any other Permitted Transferee, other than as provided in this Section 10(d). The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holders; provided, that if the transferee was a Holder prior successor or acquiring Person agrees in writing to such transfer, such transferee shall have assume all of the same rights, benefits Company’s rights and obligations with respect to the such transferred Registrable Securities under this Agreement. Any transfer or assignment made other than as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein provided in this Section 10(d) shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a partynull and void.