Exhibit 10.4





 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


CONVEY HOLDING PARENT, INC.


 


AND


 


THE STOCKHOLDERS PARTY HERETO


 


DATED AS OF [●], 2021





 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	ARTICLE I 
	 
	EFFECTIVENESS
	 
	Section 1.1.	Effectiveness	1
	 	 	 
	ARTICLE II 
	 
	DEFINITIONS
	 
	Section 2.1.	Definitions	1
	Section 2.2.	Other Interpretive Provisions	6
	 	 	 
	ARTICLE III 
	 
	REGISTRATION RIGHTS
	 
	Section 3.1.	Demand Registration	7
	Section 3.2.	Shelf Registration	9
	Section 3.3.	Piggyback Registration	12
	Section 3.4.	Lock-Up Agreements	13
	Section 3.5.	Registration Procedures	13
	Section 3.6.	Underwritten Offerings	19
	Section 3.7.	No Inconsistent Agreements; Additional Rights	20
	Section 3.8.	Registration Expenses	20
	Section 3.9.	Indemnification	21
	Section 3.10.	Rules 144 and 144A and Regulation S	24
	Section 3.11.	Existing Registration Statements	24
	 	 	 
	ARTICLE IV 
	 
	MISCELLANEOUS
	 
	Section 4.1.	Authority; Effect	25
	Section 4.2.	Notices	25
	Section 4.3.	Termination and Effect of Termination	26
	Section 4.4.	Permitted Transferees	26
	Section 4.5.	Remedies	27
	Section 4.6.	Amendments	27
	Section 4.7.	Governing Law	27
	Section 4.8.	Consent to Jurisdiction	27
	Section 4.9.	WAIVER OF JURY TRIAL	28
	Section 4.10.	Merger; Binding Effect, Etc	28
	Section 4.11.	Counterparts; Electronic Signatures	29



 






     i


     


    

 


	Section 4.12.	Severability	29
	Section 4.13.	No Recourse	29








 






    ii 


     


    

 


This REGISTRATION RIGHTS AGREEMENT (as it may be
amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [●], 2021 is made
by and among:


 


A.       Convey
Holding Parent, Inc., a Delaware corporation (the “Company”);


 


B.       TPG
Cannes Aggregation, L.P., a Delaware limited partnership (collectively with its Permitted Transferees that are Affiliates, the “TPG
Investor”);


 


C.       Sharad
S. Mansukani (“Chair”);


 


D.       Stephen
C. Farrell (“CEO”); and


 


E.       such
other Persons, if any, that from time to time become party hereto as holders of Registrable Securities pursuant to Section 4.4
in their capacity as Permitted Transferees.


 


RECITALS


 


WHEREAS, on the date hereof, the Company has priced
an initial public offering (the “IPO”) of shares of its common stock, par value $0.01 per share (the “Common
Stock”), pursuant to an Underwriting Agreement dated as of the date hereof (the “Underwriting Agreement”);
and


 


WHEREAS, the parties believe that it is in the
best interests of the Company and the other parties hereto to set forth their agreements regarding registration rights and certain other
matters following the closing of the IPO.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I


 


EFFECTIVENESS


 


Section 1.1.         
Effectiveness. This Agreement shall become effective upon the Closing.


 


ARTICLE
II


 


DEFINITIONS


 


Section 2.1.         
Definitions. As used in this Agreement, the following terms shall have the following meanings:


 


“Adverse Disclosure” means
public disclosure of material non-public information that, in the good faith judgment of the Board of Directors of the Company (with
the advice of outside counsel): (i) would be required to be made in any Registration Statement filed with the SEC by the Company so
that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would not be
required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the
Company has a bona fide business purpose for not disclosing publicly.


 






     


     


    

 


“Affiliate” means, with respect
to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or
is under common control with such specified Person or (b) in the event that the specified Person is a natural Person, a Member of the
Immediate Family of such Person; provided that the Company and each subsidiary of the Company shall be deemed not to be an Affiliate
of the TPG Investor. “Affiliated” and “Affiliation” shall have correlative meanings. As used in this definition,
the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities, by contract or otherwise.


 


“Agreement” shall have the meaning
set forth in the Preamble.


 


“Block Trade Offering” means
any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.


 


“Business Day” means any day
that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.


 


“CEO” shall have the meaning
set forth in the Preamble.


 


“Chair” shall have the meaning
set forth in the Preamble.


 


“Closing” shall mean the closing
of the IPO.


 


“Common Stock” shall have the
meaning set forth in the Recitals.


 


“Company” shall have the meaning
set forth in the Preamble.


 


“Company Indemnitee” or “Company
Indemnitees” shall have the meaning set forth in Section 3.9.5.


 


“Demand Notice” shall have the
meaning set forth in Section 3.1.3.


 


“Demand Registration” shall
have the meaning set forth in Section 3.1.1(a).


 


“Demand Registration Request”
shall have the meaning set forth in Section 3.1.1(a).


 


“Demand Registration Statement”
shall have the meaning set forth in Section 3.1.1(c).


 


“Demand Suspension” shall have
the meaning set forth in Section 3.1.6.


 


“Effective Date” means the date
of the Closing.


 






    2 


     


    

 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall
be in effect from time to time.


 


“Excluded Registration” means
(i) a registration relating to the sale of securities to employees of the Company or a subsidiary of the Company pursuant to a stock option,
stock purchase, or similar plan on Form S-8 or its successor form approved by the Board of Directors of the Company or (ii) a registration
statement on Form S-4 or its successor form.


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


“Holder” means each of the TPG
Investor, Chair and CEO for so long as such Person holds Registrable Securities.


 


“IPO” shall have the meaning
set forth in the Recitals.


 


“Issuer Free Writing Prospectus”
means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.


 


“Issuer Shares” means the shares
of Common Stock or other equity securities of the Company, and any securities into which such shares of Common Stock or other equity securities
shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other
equity securities.


 


“Loss” or “Losses”
shall have the meaning set forth in Section 3.9.1.


 


“Member of the Immediate Family”
means, with respect to an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such individual
is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee
and so long as such trustee is reasonably satisfactory to the Company, for a trust naming only one or more of the Persons listed in clause
(a) as beneficiaries.


 


“Participation Conditions” shall
have the meaning set forth in Section 3.2.5(b).


 


“Permitted Transferee” means,
with respect to any Holder, any Affiliate of such Holder.


 


“Person” means any individual,
partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or
division, or any government, governmental department or agency or political subdivision thereof.


 


“Piggyback Notice” shall have
the meaning set forth in Section 3.3.1.


 


“Piggyback Registration” shall
have the meaning set forth in Section 3.3.1.


 


“Potential Takedown Participant”
shall have the meaning set forth in Section 3.2.5(b).


 






    3 


     


    

 


“Pro Rata Portion” means,
with respect to each Holder requesting that its shares be registered or sold in a Public Offering, a number of such shares equal to
the aggregate number of Registrable Securities requested to be registered or sold in such Public Offering (excluding any shares to
be registered or sold for the account of the Company), subject to any limit specified by the managing underwriter or underwriters
pursuant to Section 3.1.7 or Section 3.2.6, as applicable, multiplied by a fraction, the numerator of which is the
aggregate number of Registrable Securities held by such Holder immediately following Closing (after giving effect to any exercise by
the underwriters of their option to purchase additional shares in connection with the closing of the IPO and any exercise of such
option to purchase additional shares by the underwriters), and the denominator of which is the aggregate number of Registrable
Securities held by all Holders immediately following Closing (after giving effect to any exercise by the underwriters of their
option to purchase additional shares in connection with the closing of the IPO and any exercise of such option to purchase
additional shares by the underwriters).


 


“Prospectus” means (i) the prospectus
included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements,
and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.


 


“Public Offering” means the
offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than
a Registration Statement on Form S-4 or Form S-8 or any successor form).


 


“Registrable Securities” means
(i) all shares of Common Stock, and any securities into which such Common Stock shall have been changed, that are not then subject to
vesting or forfeiture to the Company, (ii) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant
or convertible or other security not then subject to vesting or forfeiture to the Company and (iii) all shares of Common Stock directly
or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend
or unit or stock split, or in connection with a combination of units or shares, reclassification, recapitalization, merger, consolidation
or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w)
a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been Transferred pursuant to
Rule 144, (y) the holder of such securities is able to immediately sell such securities under Rule 144 without any restrictions on transfer
(including without application of paragraphs (c), (d), (e), (f) and (h) of Rule 144), as determined in the reasonable judgment of such
holder (it being understood that a written opinion of the Company’s outside legal counsel to the effect that such securities may
be so sold shall be conclusive evidence this clause has been satisfied), or (z) such securities shall have ceased to be outstanding.


 


“Registration” means registration
under the Securities Act of the offer and sale to the public of any Issuer Shares under a Registration Statement. The terms “register,”
 “registered” and “registering” shall have correlative meanings.


 


“Registration Expenses” shall
have the meaning set forth in Section 3.8.


 






    4 


     


    

 


“Registration Statement” means
any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus,
amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4
or Form S-8 or any successor form thereto.


 


“Representatives” means, with
respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants,
equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.


 


“Rule 144” means Rule 144 under
the Securities Act (or any successor rule).


 


“SEC” means the Securities and
Exchange Commission or any successor agency having jurisdiction under the Securities Act.


 


“Securities Act” means the Securities
Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in
effect from time to time.


 


“Selling Stockholder Information”
shall have the meaning set forth in Section 3.9.1.


 


“Shelf Period” shall have the
meaning set forth in Section 3.2.3.


 


“Shelf Registration” shall have
the meaning set forth in Section 3.2.1(a).


 


“Shelf Registration Notice”
shall have the meaning set forth in Section 3.2.2.


 


“Shelf Registration Request”
shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf Registration Statement”
shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf Suspension” shall have
the meaning set forth in Section 3.2.4.


 


“Shelf Takedown Notice” shall
have the meaning set forth in Section 3.2.5(b).


 


“Shelf Takedown Request” shall
have the meaning set forth in Section 3.2.5(a).


 


“Stockholders Agreement” means
the Stockholders Agreement, dated as of [●], 2021, made by and between the Company and the TPG Investor, as amended from time to
time.


 


“TPG Investor” shall have the
meaning set forth in the Preamble.


 


“Transfer” means, with
respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or
indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including
the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law,
pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning.


 






    5 


     


    

 


“Underwriting Agreement” shall
have the meaning set forth in the Recitals.


 


“Underwritten Public Offering”
means an underwritten Public Offering, including any Block Trade Offering.


 


“Underwritten Shelf Takedown”
means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement.


 


“WKSI” means any Securities
Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act (or any successor rule) at the most
recent eligibility determination date specified in paragraph (2) of that definition.


 


Section 2.2.         
Other Interpretive Provisions.


 


(a)              
The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)              
The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole
and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise
specified.


 


(c)              
The terms “include” and “including” are not limiting and shall be deemed to be followed by the phrase “without
limitation.”


 


(d)              
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement.


 


(e)              
Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.


 


(f)               
References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified.


 


(g)              
References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time
to time in accordance with the terms thereof.


 


ARTICLE
III


 


REGISTRATION RIGHTS


 


The Company will perform and comply, and cause
each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform
and comply with such of the following provisions as are applicable to such Holder.


 






    6 


     


    

 


Section 3.1.         
Demand Registration.


 


Section 3.1.1     
Request for Demand Registration.


 


(a)              
Following the Effective Date, the TPG Investor shall have the right to make a written request from time to time (a “Demand
Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the TPG Investor.
Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.”
Each such demand shall be required to be in respect of at least $100 million in anticipated aggregate net proceeds from all shares sold
pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in
such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the
participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided
that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.2 or Section 3.2.5(c)
unless and until the Demand Registration has become effective and the TPG Investor registers and sells at least 75% of the Registrable
Securities requested to be included in such Registration.


 


(b)              
Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities to be registered and (ii) the
intended method or methods of disposition thereof.


 


(c)              
Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand
Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand
Registration Statement to be promptly declared effective under the Securities Act.


 


Section 3.1.2     
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration
if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding 90 days (unless
otherwise consented to by the Board of Directors of the Company).


 


Section 3.1.3     
Demand Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event
more than one Business Day thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such
Demand Registration Request to all other Holders and the Demand Notice shall offer each such Holder the opportunity to include in the
Demand Registration that number of Registrable Securities as each such Holder may request in writing. Subject to Section 3.1.7,
the Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written
requests for inclusion therein within three Business Days after the date that the Demand Notice was delivered.


 






    7 


     


    

 


Section 3.1.4      Demand
Withdrawal. The TPG Investor and any other Holder that has requested its Registrable Securities be included in a Demand
Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand
Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not
be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating thereto. Upon
receipt of a notice to such effect from the TPG Investor with respect to all of the Registrable Securities included by the TPG
Investor in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand
Registration Statement. Notwithstanding any withdrawal by the TPG Investor of Registrable Securities from a Demand Registration
pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for
purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the TPG Investor reimburses the
Company for all documented out-of-pocket expenses incurred in connection with the Demand Registration with respect to which the
withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a
Demand Suspension pursuant to Section 3.1.6.


 


Section 3.1.5     
Effective Registration. The Company shall use commercially reasonable efforts to cause the Demand Registration Statement
to become effective and remain effective for not less than 180 days plus the duration of any suspension period (or such shorter period
as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such
Demand Registration Statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter
or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or
dealer.


 


Section 3.1.6      Delay
in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement
at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such
action to the Holders (provided that the Company shall not disclose any material non-public information that is the basis for
such notice to any Holder without the express written consent of such Holder), delay the filing or initial effectiveness of, or
suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that
the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any 12-month period or (ii) for a
period exceeding 60 days. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in
connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to
above. The Company shall immediately notify the Holders in writing upon (a) the Company’s decision to file or seek
effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand
Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or
effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is
disclosed to the public or otherwise ceases to be Adverse Disclosure. During a Demand Suspension, the Company shall be prohibited
from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and,
upon termination of any Demand Suspension, the Company shall promptly amend or supplement the applicable Prospectus, if necessary,
so it does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading and furnish to the Holders such numbers of copies
of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement
or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or
by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder
or as may reasonably be requested by the TPG Investor.


 






    8 


     


    

 


Section 3.1.7     
Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed
Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that, in its
or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in
such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market
for the securities offered, then the securities to be included in such Registration shall be in the case of any Demand Registration (x)
first, allocated to each Holder that has requested to participate in such Demand Registration an amount equal to the lesser of (i) the
number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such
Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included in such Registration,
the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse
effect (with such number to be allocated pro rata among the remaining requesting Holders that have requested to participate in
such Demand Registration in a like manner).


 


Section 3.2.         
Shelf Registration.


 


Section 3.2.1     
Request for Shelf Registration.


 


(a)              
Upon the written request of the TPG Investor from time to time following the date on which the Company becomes eligible to use
Form S-3 or any similar short-form registration statement (a “Shelf Registration Request”), the Company shall promptly
file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (or any successor rule) (“Shelf
Registration Statement”) relating to the offer and sale of Registrable Securities by any Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and the Company shall use its commercially reasonable efforts to cause
such Shelf Registration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration
Request shall hereinafter be referred to as a “Shelf Registration.”


 


(b)              
If on the date of the Shelf Registration Request the Company is a WKSI, then the Shelf Registration Request may request Registration
of an unspecified amount of Registrable Securities to be sold by unspecified Holders. If on the date of the Shelf Registration Request
the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.
The Company shall provide to the TPG Investor the information necessary to determine the Company’s status as a WKSI upon request.


 






    9 


     


    

 


Section 3.2.2     
Shelf Registration Notice. Promptly upon receipt of a Shelf Registration Request (but in no event more than one Business
Day thereafter), the Company shall deliver a written notice (a “Shelf Registration Notice”) of any such request to
all other Holders, which notice shall specify, if applicable, the amount of Registrable Securities to be registered, and the Shelf Registration
Notice shall offer each such Holder the opportunity to include in the Shelf Registration that number of Registrable Securities as each
such Holder may request in writing. Subject to Section 3.2.6, the Company shall include in such Shelf Registration all such Registrable
Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (or within
one Business Day in the case of a Block Trade Offering) after the date that the Shelf Registration Notice has been delivered to such
Holder.


 


Section 3.2.3     
Continued Effectiveness. The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement
continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to
be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration
Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to
in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities
(such period of effectiveness, the “Shelf Period”).


 


Section 3.2.4     
Suspension of Registration. If the continued use of such Shelf Registration Statement at any time would require the Company
to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders (provided that
the Company shall not disclose any material non-public information that is the basis for such notice to any Holder without the express
written consent of such Holder), suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided,
however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than one time during any 12-month period,
or (ii) for a period exceeding 60 days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus
in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred
to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, and upon such termination,
promptly amend or supplement the applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably
request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used
by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act
or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities
that are included in such Shelf Registration Statement.


 






    10 


     


    

 


Section 3.2.5     
Shelf Takedown.


 


(a)               At
any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by the
TPG Investor, by notice to the Company specifying the intended method or methods of disposition thereof, the TPG Investor may make a
written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an
Underwritten Shelf Takedown, of all or a portion of the TPG Investor’s Registrable Securities that are covered by such Shelf
Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such
purpose; provided that any Shelf Takedown Request to effect an Underwritten Shelf Takedown shall be required to be in respect
of at least $100 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be
received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)),
unless a lesser amount is then held by the Holders requesting to participate in such offering, in which case such request may only
be made in respect of all Registrable Securities held by such Holders.


 


(b)              
Promptly upon receipt of a Shelf Takedown Request (but in no event more than one Business Day thereafter) for any Underwritten
Shelf Takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable
Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each
a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant
the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant
may request in writing. Subject to Section 3.2.6, the Company shall include in the Underwritten Shelf Takedown all such Registrable
Securities with respect to which the Company has received written requests for inclusion therein within two Business Days after the date
that the Shelf Takedown Notice has been delivered to such Holder (or within one Business Day after the date that the Shelf Takedown Notice
has been delivered to such Holder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request
to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such
Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed
within ten Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions)
to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant
in writing) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential
Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery
of any Shelf Takedown Notice, but subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether
to complete any Underwritten Shelf Takedown and as to the timing, manner, price, size and other terms of any Underwritten Shelf Takedown
contemplated by this Section 3.2.5 shall be determined by the TPG Investor.


 






    11 


     


    

 


(c)              
The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an
Underwritten Shelf Takedown was consummated within the preceding 90 days (unless otherwise consented to by the Board of Directors of the
Company).


 


Section 3.2.6     
Priority of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters of a proposed Underwritten
Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities
requested to be included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown
without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, the number of Registrable Securities to be included in such offering shall be (x) first, allocated to each Holder that has requested
to participate in such Underwritten Shelf Takedown an amount equal to the lesser of (i) the number of such Registrable Securities requested
to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second,
and only if all the securities referred to in clause (x) have been included in such Registration, the number of other securities that,
in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect (with such number to be allocated
pro rata among the remaining requesting Holders that have requested to participate in such Underwritten Shelf Takedown in a like
manner).


 


Section 3.3.         
Piggyback Registration.


 


Section 3.3.1      Participation.
If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with
respect to any offering of its equity securities for its own account or for the account of any other Persons (other than an Excluded
Registration or a Registration pursuant to Section 3.1 or 3.2), then, as soon as practicable (but in no event less
than three Business Days prior to the proposed date of filing of such Registration Statement or, in the case of any such Public
Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a
 “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall
offer the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of
Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section
3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable
Securities that are requested to be included therein within three Business Days after the receipt by such Holder of any such notice; provided, however,
that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date
of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a
Shelf Registration Statement, the Company shall determine for any reason not to register or sell or to delay Registration or the
sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in
the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any
Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration
Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such
Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section
3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for
a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or
selling any Registrable Securities, for the same period as the delay in registering or selling such other securities. If the
offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder
making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such
arrangements with the managing underwriter or underwriters so that each such Holder may participate in such underwritten offering.
If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a
request for a Piggyback Registration pursuant to this Section 3.3.1 shall be permitted to, and the Company shall, make such
arrangements so that each such Holder may participate in such offering on such basis. Any Holder shall have the right to withdraw
all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the
Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the related
underwriting agreement or the effectiveness of the Registration Statement, as applicable.


 






    12 


     


    

 


Section 3.3.2     
Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable
Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion,
the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold
in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered
or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities
that the Company proposes to sell; (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration,
the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such
adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an
amount equal to the lesser of (A) the number of such Registrable Securities requested to be sold by such Holder, and (B) a number of such
shares equal to such Holder’s Pro Rata Portion; and (iii) third, and only if all of the Registrable Securities referred to in clause
(ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.


 


Section 3.3.3     
No Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section
3.3 shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations
under Sections 3.1 and 3.2.


 


Section 3.4.         
Lock-Up Agreements. In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1,
3.2 or 3.3 conducted as an Underwritten Public Offering, if requested by the underwriters for such Underwritten Public Offering
and provided that a similar request is made in accordance with Section 3.6.1, each Holder shall enter into a lock-up agreement
with such customary terms (which shall be the same terms for all Holders) as are negotiated among the Company, the underwriters and the
TPG Investor. The Company and the TPG Investor agree to use commercially reasonable efforts to include in any such agreement a lock-up
period beginning no earlier than seven days before, and ending no later than 90 days after, the date of the final prospectus in connection
with such Registration or Underwritten Public Offering.


 






    13 


     


    

 


Section 3.5.         
Registration Procedures.


 


Section 3.5.1     
Requirements. In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3,
the Company shall use its commercially reasonable efforts to effect any applicable Registration and to facilitate the sale of any applicable
Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable,
and in connection therewith the Company shall:


 


(a)         
as promptly as is reasonably practicable prepare and file the required Registration Statement, including all exhibits and financial
statements required under the Securities Act to be filed therewith, and Prospectus, and, before filing a Registration Statement or Prospectus
or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered
by such Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters
and such Holders and their respective counsel, (y) subject to applicable law, make such changes in such documents concerning the Holders
prior to the filing thereof as such Holders, or their counsel, may reasonably request and (z) subject to applicable law, except in the
case of a Registration under Section 3.3, not file any Registration Statement or Prospectus or amendments or supplements thereto
to which the TPG Investor, or the underwriters, if any, shall reasonably object;


 


(b)        
as promptly as is reasonably practicable prepare and file with the SEC such amendments and post-effective amendments to such Registration
Statement and supplements to the Prospectus as may be (x) reasonably requested by the TPG Investor, (y) reasonably requested by any participating
Holder (to the extent such request relates to information relating to such Holder), or (z) necessary to keep such Registration Statement
effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect
to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended
method or methods of disposition by the sellers thereof set forth in such Registration Statement;


 


(c)          notify
the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing
and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (i)
when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable
Prospectus or any amendment or supplement thereto has been filed, (ii) of any written comments by the SEC, or any request by the SEC
or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or
for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence
with the SEC relating to, or which may affect, the Registration, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the
use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (iv) if, at any
time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all
material respects and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of
the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose;


 






    14 


     


    

 


(d)         
promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the
happening of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement
(as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements
therein (in the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading,
when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement,
or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus
in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish
without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration
Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;


 


(e)         
to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files
any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by
Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering
of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time
through the filing of a Prospectus supplement rather than a post-effective amendment;


 


(f)          
use its commercially reasonable efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing
or suspending the use of any preliminary or final Prospectus;


 


(g)         
promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as
the managing underwriter or underwriters and the Holders of a majority of the Registrable Securities being sold agree should be included
therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus
supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters
to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;


 


(h)          furnish
to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may
reasonably request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto,
including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those
incorporated by reference);


 






    15 


     


    

 


(i)         
deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including
each preliminary Prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably
request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the
Company shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters,
if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement
thereto);


 


(j)          
on or prior to the date on which the applicable Registration Statement becomes effective, use its commercially reasonable efforts
to register or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective
counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or
 “Blue Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if
any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable
to keep such Registration or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable;
provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is
not then so subject;


 


(k)         
cooperate with the selling Holders and the managing underwriter or underwriters, if any, to enable such Registrable Securities
to be in such denominations and registered in such names as the managing underwriters may request prior to any sale of Registrable Securities
to the underwriters;


 


(l)          
use its commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to
be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;


 


(m)        
not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities
if other than the CUSIP for the publicly traded Common Stock and if one has then been assigned;


 


(n)         
make such representations and warranties to the Holders of Registrable Securities being registered, and the underwriters or agents,
if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;


 






    16 


     


    

 


(o)        
 enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as
the TPG Investor or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration
and disposition of such Registrable Securities;


 


(p)         
obtain for delivery to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the most
recent effective date of the Registration Statement or, in the event of an Underwritten Public Offering, the date of the closing under
the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to the underwriter
or underwriters and its or their counsel;


 


(q)         
in the case of an Underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters,
with copies to the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public
accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of
any subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required
to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort
letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and
brought down to the closing under the underwriting agreement;


 


(r)         
cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(s)         
use its commercially reasonable efforts to comply with all applicable securities laws and, if a Registration Statement was filed,
make available, including through the SEC’s EDGAR filing system or any successor system, to its security holders, as soon as reasonably
practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated
thereunder;


 


(t)         
provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration
Statement from and after a date not later than the effective date of such Registration Statement;


 


(u)         
use its commercially reasonable efforts to cause all Common Stock covered by the applicable Registration Statement to be listed
on the securities exchange on which the Company’s Common Stock is then listed or quoted and on each inter-dealer quotation system
on which the Company’s Common Stock is then quoted;


 


(v)         make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by any representative appointed by
the TPG Investor, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement or by
any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent financial and other records
and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and
employees and the independent public accountants who have certified its financial statements to make themselves available to discuss
the business of the Company and to supply all information reasonably requested by any such Person in connection with such
Registration Statement;


 






    17 


     


    

 



 


(w)            
in the case of an Underwritten Public Offering, cause the senior executive officers of the Company to participate in the customary
 “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering
and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts
related thereto;


 


(x)              
take no direct or indirect action prohibited by Regulation M under the Exchange Act;


 


(y)              
take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies
in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained
in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and


 


(z)              
take all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the Registration and disposition
of such Registrable Securities in accordance with the terms of this Agreement.


 


Section 3.5.2     
Company Information Requests. The Company may require each seller of Registrable Securities as to which any Registration
or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information
relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing
and the Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish
such information within a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company
and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.


 






    18 


     


    

 


Section 3.5.3      Discontinuing
Registration. Each Holder agrees that, as promptly as possible after receipt of any notice from the Company of the happening of
any event of the kind described in Section 3.5.1(d), such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3.5.1(d), or until such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in
the Prospectus, or any amendments or supplements thereto, and if so directed by the Company, such Holder shall deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give
any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be
extended by the number of days during the period from and including the date of the giving of such notice to and including the date
when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or
amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that the use of the Prospectus
may be resumed.


 


Section 3.6.         
Underwritten Offerings.


 


Section 3.6.1     
Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration
or sale under Section 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement
to be reasonably satisfactory in substance and form to each of the Company, the TPG Investor and the underwriters, and containing a requirement
to obtain lock-up agreements from directors and executive officers of the Company and such other terms as are customary in agreements
of that type. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company
in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the
form thereof. Such Holders shall be parties to such underwriting agreement, which shall contain such agreements on the part of the Company
to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in public offerings similar to the applicable
offering. Any such Holder shall be required to make representations and warranties and other agreements, deliver an opinion or opinions
from its counsel and provide indemnities, in each case as are customarily made by selling stockholders in secondary public offerings.


 


Section 3.6.2     
Piggyback Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated
by Section 3.3 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any
Holder pursuant to Section 3.3 and, subject to the provisions of Section 3.3.2, use its commercially reasonable efforts
to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale
all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters
in such Registration or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting
agreement between the Company and such underwriters, which underwriting agreement shall contain such representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling
stockholders in secondary public offerings. Any such Holder shall be required to make representations and warranties and other agreements,
deliver an opinion or opinions from its counsel and provide indemnities, in each case as are customarily made by selling stockholders
in secondary public offerings.


 






    19 


     


    

 


Section 3.6.3      Participation
in Underwritten Registrations. Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may
participate in any Underwritten Public Offering hereunder unless such Person (i) agrees to sell such Person’s securities on
the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements; provided that any such Holder shall not be required to make any representations or
warranties to or agreements with the Company other than representations, warranties or agreements regarding such Holder, such
Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other
representations, warranties or agreements as are customary in agreements of that type, and the aggregate amount of the liability of
such Holder shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of
underwriting discounts and commissions but before expenses.


 


Section 3.6.4     
Selection of Underwriters. In the case of an Underwritten Public Offering under Section 3.1 or 3.2, the managing
underwriter or underwriters to administer the offering shall be determined by the TPG Investor; provided that such managing underwriter
or underwriters shall be reasonably acceptable to the Company.


 


Section 3.7.         
No Inconsistent Agreements; Additional Rights. Neither the Company nor any of its subsidiaries shall hereafter enter into,
and neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders by this Agreement. Without the prior written consent of the TPG Investor, neither the Company nor
any of its subsidiaries shall enter into any agreement granting registration or similar rights to any Person that are prior in right,
pari passu or inconsistent with the rights under this Agreement.


 


Section 3.8.          Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the
Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made
with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws
(including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the
Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of
the Company (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The
Depository Trust Company and of printing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all
independent certified public accountants or independent auditors of the Company and any subsidiaries of the Company (including the
expenses of any special audit and comfort letters required by or incident to such performance), (v) Securities Act liability
insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system,
(vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of
counsel for the TPG Investor, including all reasonable fees for an opinion from counsel to the TPG Investor and any required local
counsel opinions, (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any
Registration or sale, (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and
employees performing legal or accounting duties) and (xi) all expenses of the Company related to the “road-show” for any
Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses.” The Company
shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an
offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any,
attributable to the sale of Registrable Securities, which shall be paid by the participating Holders in proportion to the number of
Registrable Securities offered and sold by or on behalf of each such Holder.


 






    20 


     


    

 


Section 3.9.         
Indemnification.


 


Section 3.9.1     
Indemnification by the Company. The Company shall indemnify and hold harmless, to the full extent permitted by law, each
Holder, each shareholder, member, limited or general partner of such Holder, each shareholder, member, limited or general partner of each
such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees,
advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each
of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities
and expenses, joint or several (including reasonable costs of investigation and reasonable legal expenses or other reasonable expenses
actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (each, a “Loss”
and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including
any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated
by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any
report or other document filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the
circumstances under which they were made) not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries
of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action
or inaction in connection with any such registration, disclosure document or other document or report; provided that no selling
Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained
in any information relating to such seller Holder furnished in writing by such selling Holder to the Company specifically for inclusion
in a Registration Statement and used by the Company in conformity therewith (such information, “Selling Stockholder Information”).
This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities
by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders.


 






    21 


     


    

 


Section 3.9.2      Indemnification
by the Selling Holders. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the
Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any
Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any
final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents
incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which
they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is
contained in such selling Holder’s Selling Stockholder Information. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the offering
giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts
paid by such Holder pursuant to Section 3.9.4 and any amounts paid by such Holder as a result of liabilities incurred under
the underwriting agreement, if any, related to such sale.


 


Section 3.9.3      Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so
notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that
it forfeits substantive rights by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled
to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed
in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a
reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel
reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that
there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available
to the indemnifying party or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of
interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies
the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party
assumes the defense, the indemnifying party shall not have the right to settle such action without the prior written consent of the
indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld or delayed.
Notwithstanding the foregoing, if at any time an indemnified party shall have requested that an indemnifying party reimburse the
indemnified party for reasonable fees and expenses of counsel as contemplated by this paragraph, the indemnifying party shall be
liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into in good
faith more than 60 days after receipt by the indemnifying party of such request and more than 30 days after receipt of the proposed
terms of such settlement and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. It is understood that the indemnifying party or parties shall not, except as
specifically set forth in this Section 3.9.3, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm (in addition to any
local counsel) at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying
party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal
defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a
conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified
party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees
and expenses of such additional counsel or counsels.


 






    22 


     


    

 


Section 3.9.4     
Contribution. If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable
to an indemnified party (other than as a result of exceptions contained in Section 3.9.1 and Section 3.9.2) or insufficient
in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified
party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the
Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined
by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just or equitable if contribution pursuant to this Section 3.9.4 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.9.4.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result
of the Losses referred to in Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. If indemnification is available under this Section 3.9, the indemnifying parties shall indemnify each indemnified party
to the fullest extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions of this Section 3.9.4.
The remedies provided for in this Section 3.9 are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity. Notwithstanding the provisions of this Section 3.9.4, in connection
with any Registration Statement filed by the Company, a selling Holder shall not be required to contribute any amount in excess of the
dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation,
net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9.2
and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.


 






    23 


     


    

 


Section 3.9.5     
Indemnification Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification
pursuant to Section 3.9.1 (each, a “Company Indemnitee” and collectively, the “ Company Indemnitees”)
may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Company hereby acknowledges
and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation
of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company
Indemnitee are secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee
and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally
permitted and as required by the terms of this Agreement without regard to any rights a Company Indemnitee may have against such other
sources. The Company further agrees that no advancement or payment by such other sources on behalf of a Company Indemnitee with respect
to any claim for which such Company Indemnitee has sought indemnification, advancement of expenses or insurance from the Company shall
affect the foregoing, and that such other sources shall have a right of contribution and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of such Company Indemnitee against the Company.


 


Section 3.10.     
Rules 144 and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such
reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit
sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as
such rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities
without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation
of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver
to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.


 


Section 3.11.      Existing
Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the
Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective
by a specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC
or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all
references to any such obligation shall be construed accordingly; provided that such previously filed Registration Statement
may be, and is, amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to
the extent necessary, to identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to
the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by
or at a specified time and the Company has, in lieu of then filing such Registration Statements or having such Registration
Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration
Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such
designated Registration Statement, as amended or supplemented in the manner contemplated by the immediately preceding sentence.


 






    24 


     


    

 


ARTICLE
IV



MISCELLANEOUS


 


Section 4.1.         
Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party
and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not,
and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such
parties members of a joint venture or other association. The Company and its subsidiaries shall be jointly and severally liable for all
obligations of the Company pursuant to this Agreement.


 


Section 4.2.         
Notices. Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective
if in writing and (i) delivered personally, (ii) sent by facsimile or e-mail or (iii) sent by overnight courier, in each case, addressed
as follows:


 


if to the Company, to:


 


Convey Holding Parent, Inc.

100 SE 3rd Avenue, 26th Floor

Fort Lauderdale, Florida 33394

Attention: Timothy Fairbanks


	 	 	Amy Shook




E-mail: 


 


with a copy (which shall not constitute notice)
to:


 


Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019


	 	Attention:	William V. Fogg
	 	 	Michael E. Mariani







Facsimile: 


	 	E-mail:	 
	 	 	  







 


if to the TPG Investor, to:


 


TPG Global, LLC 

301 Commerce Street, Suite 3300


Fort Worth, Texas 76102

Attention: General Counsel

Facsimile:


E-mail: 


 






    25 


     


    

 


with a copy (which shall not constitute notice)
to:


 


Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019


	 	Attention:	 William V. Fogg
	 	 	Michael E. Mariani







Facsimile: 


	 	E-mail:	 
	 	 	  







 


if to Chair, to:


 


[     ]


 


if to CEO, to:


 


[     ]


 


Subject to the foregoing, notice to the holder of record of any Registrable
Securities shall be deemed to be notice to the holder of such securities for all purposes hereof.


 


Unless otherwise specified herein, such notices or other communications
shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by facsimile or e-mail
on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) one Business Day after being
sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to
each of the other parties hereto.


 


Section 4.3.         
Termination and Effect of Termination. This Agreement shall terminate upon the date on which no Holder holds any Registrable
Securities, except for the provisions of Sections 3.9, 4.2, 4.7, 4.8, 4.9 and 4.13 and this
Section 4.3, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability
for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to
indemnification or contribution rights pursuant to Section 3.9 hereof shall retain such indemnification or contribution rights
with respect to any matter that (i) may be a liability subject to indemnification or contribution thereunder and (ii) occurred prior to
such termination.


 






    26 


     


    

 


Section 4.4.          Permitted
Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in
connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other 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 Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to
the Company a written acknowledgment and joinder agreement in form and substance reasonably satisfactory to the Company that the
Permitted Transferee will be bound by, and will be a party to, this Agreement (such written joinder agreement to include such
Permitted Transferee’s contact information for the delivery of notice). A Permitted Transferee to whom rights are transferred
pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in
this Section 4.4.


 


Section 4.5.         
Remedies. The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of
any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach
of this Agreement, in addition to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance
of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary
relief) as may be appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to
any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor
shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later;
nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring
before or after that waiver.


 


Section 4.6.         
Amendments. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any
of its terms be effective. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only
by an agreement in writing signed by the Company and the TPG Investor; provided, however, that any amendment, modification,
extension or termination that (a) has a disproportionate and materially adverse effect on any Holder shall require the prior written consent
of such Holder and (b) creates a material new obligation of a Holder or further restricts in any material respect the ability of a Holder
to Transfer its Shares shall require the prior written consent of such Holder, other than any amendment or modification reasonably required
to address a change in applicable law. In addition, each party hereto may waive any right hereunder by an instrument in writing signed
by such party.


 


Section 4.7.         
Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter
hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect
to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.


 






    27 


     


    

 


Section 4.8.          Consent
to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action
or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or
relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert,
and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any
claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or
the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any
action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or
based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to
make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of
action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named
courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto
is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement,
the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing,
any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court
of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by
Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified
pursuant to Section 4.2 hereof is reasonably calculated to give actual notice.


 


Section 4.9.         
WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES
AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT
OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING
OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON
WHICH IT IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


Section 4.10.      Merger;
Binding Effect, Etc. This Agreement (along with the Stockholders Agreement) constitutes the entire agreement of the parties with
respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to
such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective
heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party
hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior
written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null
and void.


 






    28 


     


    

 


Section 4.11.     
Counterparts; Electronic Signatures. This Agreement may be executed in any number of separate counterparts each of which
when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterpart
signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by e-mail of a PDF signature page) and each
such counterpart signature page will constitute an original for all purposes. The Company and each Holder hereby agree that this Agreement
may be executed by way of electronic signatures and that the electronic signature has the same binding effect as a physical signature.
For the avoidance of doubt, the Company and each Holder further agree that this Agreement, or any part hereof, shall not be denied legal
effect, validity or enforceability solely on the ground that it is in the form of an electronic record.


 


Section 4.12.     
Severability. In the event that any provision hereof would, under applicable law, be invalid, illegal or unenforceable in
any respect, such provision shall be construed by modifying or limiting it so as to be valid, legal and enforceable to the maximum extent
compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should
be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision
hereof.


 


Section 4.13.     
No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant,
agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement
shall be had against any current or future director, officer, employee, stockholder, general or limited partner or member of any Holder
or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding,
or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability
whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or
any current or future member of any Holder or any current or future director, officer, employee, stockholder, partner or member of any
Holder or of any Affiliate or assignee thereof, as such, for any obligation of any Holder under this Agreement or any documents or instruments
delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.


 


[Signature pages follow]


 






    29 


     


    

 


IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement as of the date first above written.


 


	 	CONVEY HOLDING PARENT, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


 


	 	TPG CANNES AGGREGATION, L.P.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	SHARAD S. MANSUKANI
	 	 
	 	By:
	 




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	STEPHEN
    C. FARRELL
	 	 
	 	By:	 


 


[Signature Page to Registration Rights Agreement]