Exhibit
10.32


 




 





 


REGISTRATION RIGHTS
AGREEMENT


 


by and among


 


AMERICOLD REALTY TRUST


 


and


 


YUCAIPA CORPORATE
INITIATIVES FUND I, LP


 


YUCAIPA AMERICAN ALLIANCE
FUND I, LP


 


YUCAIPA AMERICAN ALLIANCE
(PARALLEL) FUND I, LP


 


YUCAIPA AMERICAN ALLIANCE
FUND II, L.P., 


 


and


 


YUCAIPA AMERICAN ALLIANCE
(PARALLEL) FUND II, L.P.,


 






 


Dated as of
    , 2010


 




 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Certain Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Demand Registrations

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Right to Request Registration

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Number of Demand Registrations

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Participation Rights of Holders

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Priority on Demand Registrations

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Restrictions on Demand Registrations

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Selection of Underwriters

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Other Registration Rights

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Effective Period of Demand Registrations

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Piggyback Registrations

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Right to Piggyback

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Priority on Primary Piggyback Registrations

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Priority on Secondary Registrations

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Selection of Underwriters

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Other Registration Rights

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  S-3 Registrations

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Right to Request Registration

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Priority on Shelf Takedowns

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Selection of Underwriters

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Other Registration Rights

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Holdback Agreements

  	
  7

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Registration Procedures

  	
  8

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Registration Expenses

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Participation in Underwritten Registrations

  	
  14

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Rule 144

  	
  15

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Miscellaneous

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Notices

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  No Waivers

  	
  16

  



 


i

















 


	
   

  	
  (c)

  	
  Expenses

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Successors and Assigns

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Governing Law

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Jurisdiction

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Waiver of Jury Trial

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Counterparts; Effectiveness

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Entire Agreement

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (j)

  	
  Captions

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (k)

  	
  Severability

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (l)

  	
  Amendments

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (m)

  	
  Equitable Relief

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (n)

  	
  Construction

  	
  17

  



 


ii

















 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), is made and entered into as of
    , 2010, by and among Americold Realty Trust, a Maryland
real estate investment trust (the “Company”), and Yucaipa Corporate
Initiatives Fund I, LP (“YCI”), Yucaipa American Alliance Fund I, LP, a
Delaware limited partnership (“YAAF I”), Yucaipa American Alliance
(Parallel) Fund I, LP, a Delaware limited partnership (“YAAF I-P”),
Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF
II”), and Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware
limited partnership (“YAAF II-P” and together with YAAF II, YAAF I-P,
YAAF I and YCI, the “Investors”).


 


WHEREAS, the Investors own
Common Shares (as hereinafter defined) and certain of the Investors own
Warrants (as hereinafter defined); and


 


WHEREAS, the Company desires
to grant registration rights to the Investors on the terms and conditions set
forth in this Agreement.


 


NOW, THEREFORE, the parties
agree as follows:


 


1.             Certain
Definitions.


 


In addition to the terms
defined elsewhere in this Agreement, the following terms shall have the
following meanings:


 


“Affiliate” of any
Person means any other Person which directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such Person. The term “control” (including the terms “controlling,” “controlled
by” and “under common control with”) as used with respect to any Person means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Agreement” means
this Registration Rights Agreement, including all amendments, modifications and
supplements and any exhibits or schedules to any of the foregoing, and shall
refer to this Registration Rights Agreement as the same may be in effect at the
time such reference becomes operative.


 


“Blackout Period” has
the meaning set forth in Section 6(f) hereof.


 


“Common Shares” means
the common shares of beneficial interest of the Company.


 


“Company” has the
meaning set forth in the introductory paragraph.


 


“Delay Period” has
the meaning set forth in Section 2(e) hereof.


 


“Demand Registration”
has the meaning set forth in Section 2(a) hereof.


 

















 


“Demand Registration
Statement” has the meaning set forth in Section 2(a) hereof.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Form S-3” means
a registration statement on Form S-3 under the Securities Act or such
successor form thereto permitting registration of securities under the
Securities Act.


 


“Holder” means each
Investor to the extent that such Investor is the holder of record of
Registrable Common Shares.


 


“Person” means any
individual, sole proprietorship, partnership, limited liability company, joint
venture, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, governmental entity or any other
entity.


 


“Piggyback Registration”
has the meaning set forth in Section 3(a) hereof.


 


“Prospectus” means
the prospectus or prospectuses included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Common Shares covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus or prospectuses.


 


“Registrable Common
Shares” means any Common Shares held by a Holder, including but not limited
to any Common Shares issued to a Holder from time to time upon exercise of the
Warrants, and any securities of the Company issued or issuable with respect to
such Common Shares by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.


 


“Registration Expenses”
has the meaning set forth in Section 7(a) hereof.


 


“Registration Statement”
means any registration statement of the Company which covers any of the Registrable
Common Shares pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such Registration Statement or
Prospectus, including post-effective amendments, all exhibits and all materials
incorporated by reference in such Registration Statement or Prospectus.


 


“S-3 Registration”
has the meaning set forth in Section 4(a) hereof.


 


“SEC” means the
United States Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Suspension Notice”
has the meaning set forth in Section 6(f) hereof.


 


2

















 


“Termination Date”
means the date upon which all the Registrable Common Shares may be sold in any
three-month period without restriction or limitation.


 


“Warrants” means that
certain Common Share Purchase Warrant, dated as of December 10, 2009,
issued by the Company in favor or YAAF II, and that certain Common Share
Purchase Warrant, dated as of December 10, 2009, issued by the Company in
favor of YAAF II-P.


 


“underwritten offering”
means a registered offering in which securities of the Company are sold to
underwriters for reoffering to the public.


 


2.             Demand
Registrations.


 


(a)           Right to Request
Registration.  Subject to
the provisions hereof, one or more Holders may at any time request registration
for resale under the Securities Act of all or a portion of the Registrable
Common Shares that such Holder holds or has the right to acquire by exercise of
the Warrants separate from an S-3 Registration (a “Demand Registration).  Subject to Section 2(e) below, the
Company shall use its reasonable best efforts (i) to file a Registration
Statement (a “Demand Registration Statement”) registering for resale
such number of Registrable Common Shares as requested to be so registered
within 30 days of a Holder’s request therefor and (ii) to cause such
Demand Registration Statement to be declared effective by the SEC as soon as
practicable thereafter.


 


(b)           Number of Demand
Registrations.  Subject to
the limitations of Section 2(a), the Holders shall be entitled to request
an aggregate of two Demand Registrations in any twelve-month period.  A Registration Statement shall not count as a
Demand Registration for purposes of the foregoing sentence unless and until it
has become effective and the Holder(s) requesting such Demand Registration
are able to register and sell at least 50% of the Registrable Common Shares
requested to be included in such registration.


 


(c)           Participation Rights of
Holders.  Whenever the
Company shall be requested by one or more Holders to effect a Demand
Registration pursuant to Section 2(a) hereof, the Company shall
promptly (but not later than 5 days after receiving such request) give written
notice of such requested Demand Registration to each other Holder that has
provided contact information to the Company prior thereto.  Such notice shall inform Holders that they
have 10 days to notify the Company in writing as provided in Section 11(a) hereof
that they wish to participate in such proposed Demand Registration.  The Company shall include in such Demand
Registration the number of Common Shares of any Holder who irrevocably notifies
the Company on or prior to such 10th day that the Holder has elected to include
such Common Shares in such Demand Registration.


 


(d)           Priority on Demand
Registrations.  The Company
may include Common Shares other than Registrable Common Shares in a Demand
Registration on the terms provided below, and, if such Demand Registration is
an underwritten offering, only with the consent of the managing underwriters of
such offering. If the managing underwriters 


 


3

















 


of the requested Demand
Registration advise the Company and the Holder(s) requesting such Demand
Registration that in their opinion the number of Common Shares proposed to be
included in the Demand Registration exceeds the number of Common Shares which
can be sold in such underwritten offering and/or the number of Common Shares
proposed to be included in such registration would adversely affect the price
per share of the Registrable Common Shares proposed to be sold in such
underwritten offering, the Company shall include in such Demand Registration (i) first,
the Common Shares that the Holder(s) requesting such Demand Registration
propose to sell, and (ii) second, the Common Shares proposed to be
included therein by any other Person (including Common Shares to be sold for
the account of the Company and/or other holders of Common Shares) allocated
among such other Persons in such manner as they may agree.


 


(e)           Restrictions on Demand
Registrations.  The Company
shall not be obligated to effect any Demand Registration on behalf of a Holder
within six months after the effective date of any Demand Registration, S-3 Registration
or Piggyback Registration wherein such Holder was permitted to register, and
actually sold, at least 50% of the Registrable Common Shares requested to be
included therein.  The Company may (i) withdraw
a Registration Statement previously filed (but not declared effective) pursuant
to a Demand Registration or postpone for up to 90 days the filing of a
Registration Statement for a Demand Registration if, based on the good faith
judgment of the Company, such postponement or withdrawal would avoid premature
disclosure of a matter the Company has determined would not be in the best
interest of the Company to be disclosed at such time or (ii) postpone the
filing of a Demand Registration in the event the Company shall be required to
prepare audited financial statements as of a date other than its fiscal year
end (unless the Holder(s) requesting such registration agree to pay the
reasonable expenses of such an audit); provided, however, that in
no event shall the Company withdraw a Registration Statement under clause (i) after
such Registration Statement has been declared effective; and provided, further,
however, that in any of the events described in clauses (i) or (ii) above,
the Holder(s) requesting such Demand Registration shall be entitled to
withdraw such request and, if such request is withdrawn, such Demand
Registration shall not count as one of the permitted Demand Registrations. The
Company shall provide written notice to the Holder(s) requesting a Demand
Registration of (x) any postponement or withdrawal of the filing or
effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the
Company’s decision to file or seek effectiveness of such Registration Statement
following such withdrawal or postponement and (z) the effectiveness of
such Registration Statement, which notice, if it relates to clause (x), shall
include the reasons therefor if the Holder(s) requesting such Demand
Registration shall have previously executed a confidentiality agreement
satisfactory to the Company in respect thereof. The Company may defer the filing
of a particular Registration Statement pursuant to this Section 2(e) only
once during any six-month period.  The
period during which filing or effectiveness is so postponed hereunder is
referred to as a “Delay Period.”


 


(f)            Selection of Underwriters.  If any of the Registrable Common Shares
covered by a Demand Registration or S-3 Registration are to be sold in an
underwritten offering, the Holders will select the managing underwriter or
underwriters to administer the offering from the list of investment banks set
forth on Schedule I.  The list of 


 


4

















 


investment banks on Schedule
I may be amended from time to time by mutual agreement of the Holders and the
Company.  Any additional underwriters
shall be selected by mutual agreement of the Holders, on the one hand, and the
Company, on the other hand.


 


(g)           Other Registration Rights.  The Company shall not, without the consent of
the Holders, grant to any Person the right to request the Company (i) to
register any Common Shares in a Demand Registration unless such rights are
consistent with the provisions hereof, or (ii) to register any securities
of the Company (other than Common Shares) in a Demand Registration.


 


(h)           Effective Period of Demand
Registrations.  Upon the
date of effectiveness of any Demand Registration for an underwritten offering
contemplated to be consummated at the time of effectiveness of the Demand
Registration, the Company shall use its reasonable best efforts to keep such
Demand Registration Statement effective for a period equal to 15 business days
from such date or such shorter period which shall terminate when all of the
Registrable Common Shares covered by such Demand Registration have been sold pursuant
to such Demand Registration. If the Company shall withdraw any Demand
Registration pursuant to Section 2(e) or issue a Suspension Notice
pursuant to Section 6(f) within such 15 business day period and
before all of the Registrable Common Shares covered by such Demand Registration
have been sold pursuant thereto, the Holder(s) requesting such Demand
Registration shall be entitled to a replacement Demand Registration which shall
be subject to all of the provisions of this Agreement.


 


3.             Piggyback Registrations.


 


(a)           Right to Piggyback.  Whenever the Company proposes to register any
of its Common Shares under the Securities Act (other than a registration
statement on Form S-8 or on Form S-4 or any similar successor forms
thereto), whether for its own account or for the account of one or more
shareholders of the Company and the form of registration statement to be used
may be used for any registration of Registrable Common Shares (a “Piggyback
Registration”), the Company shall give prompt written notice (in any event
no later than 10 days prior to the filing of such registration statement) to
the Holders of its intention to effect such a registration and, subject to Section 3(b),
shall include in such registration statement all Registrable Common Shares with
respect to which the Company has received written requests for inclusion
therein from the Holders within 8 days after the Holders’ receipt of the
Company’s notice. The Company may postpone or withdraw the filing or the
effectiveness of a Piggyback Registration at any time in its sole
discretion.  A Piggyback Registration
shall not be considered a Demand Registration for purposes of Section 2 of
this Agreement or an S-3 Registration for purposes of Section 4 of this
Agreement.


 


(b)           Priority on Primary Piggyback
Registrations.  If a
Piggyback Registration is initiated as a primary underwritten offering on
behalf of the Company and the managing underwriters advise the Company and the
Holders (if any Holders have elected to include Registrable Common Shares in
such Piggyback Registration) that in their opinion the number of
Common Shares proposed to be included in such registration 


 


5

















 


exceeds the number of Common Shares which can
be sold in such offering and/or that the number of Common Shares proposed to be
included in any such Piggyback Registration would adversely affect the price
per share of the Common Shares to be sold in such offering, the Company shall
include in such registration (i) first, the Common Shares that the Company
proposes to sell in such offering, (ii) second, the Common Shares
requested to be included in such offering by the Holders, pro rata among the participating Holders
on the basis of the number of Common Shares requested to be included therein by
each participating Holder or as the participating Holders may otherwise agree,
and (iii) third, the Common Shares that any other holders of Common Shares
propose to sell in such offering.


 


(c)           Priority on Secondary
Registrations.  If a
Piggyback Registration is initiated as an underwritten registration on behalf
of a holder of Common Shares other than Registrable Common Shares, and the
managing underwriters advise the Company that in their opinion the number of
Common Shares proposed to be included in such Piggyback Registration exceeds
the number of Common Shares that can be sold in such offering and/or that the
number of Common Shares proposed to be included in any such registration would
adversely affect the price per share of the Common Shares to be sold in such
offering, then the Company shall include in such registration (i) first,
the Common Shares requested to be included therein by the holder(s) requesting
such registration, (ii) second, the Common Shares requested to be included
therein by the Holders, pro rata
among the participating Holders on the basis of the number of Common Shares
requested to be included therein by the participating Holders or as the
participating Holders may otherwise agree, and (iii) third, the number of
Common Shares that the Company and any other holders of Common Shares propose
to sell in such offering.


 


(d)           Selection of Underwriters.  If any Piggyback Registration is initiated as
a primary underwritten offering, the Company shall have the right to select the
managing underwriter or underwriters to administer any such offering.


 


(e)           Other Registration Rights.  The Company shall not, without the consent of
the Holders, grant to any Person the right to request the Company to register
any Common Shares in a Piggyback Registration unless such rights are consistent
with the provisions hereof.


 


4.             S-3
Registrations.


 


(a)           Right to Request
Registration.  At any time
that the Company is eligible to use Form S-3 or any successor form
thereto, each Holder shall be entitled to request that the Company file a
Registration Statement on Form S-3 or any successor form thereto for a
public offering of all or any portion of the Registrable Common Shares pursuant
to Rule 415 promulgated under the Securities Act or otherwise. Upon such
request, the Company shall use its reasonable best efforts (i) to file a
Registration Statement covering the number of Registrable Common Shares
specified in such request under the Securities Act on Form S-3 or any
successor form thereto (an “S-3 Registration”) for public sale in
accordance with the method of disposition specified in such request within 30
days of the 


 


6

















 


such Holder’s request
therefor and (ii) to cause such S-3 Registration to be declared effective
by the SEC as soon as reasonably practicable thereafter.  A Holder shall be
entitled, upon not less than 24 hours (given on a business day and effective at
the same time on the next business day) prior written notice to the Company in
the manner provided below, to sell such Registrable Common Shares as are then
registered pursuant to such Registration Statement (each, a “Shelf Takedown”).  The Holder shall be entitled to request that
such Shelf Takedowns shall be underwritten offerings.  Each Holder shall also give the Company
prompt written notice of the consummation of such Shelf Takedown.  A notice of a proposed Shelf Takedown
pursuant to this Section shall be given by e-mail and facsimile
transmission to the Company’s chief financial officer, with a copy to
designated counsel, as provided in Section 11(a) hereof, and shall be
effective when receipt of such notice has been confirmed telephonically.  The Company agrees to waive such 24-hour
notice period if at the time such notice is effective, the Prospectus included
in the Registration Statement related to the Registrable Common Shares proposed
to be sold in the Shelf Takedown does not contain an untrue statement of a
material fact and does not omit any material fact necessary to make the statements
therein not misleading.


 


(b)           Priority on Shelf Takedowns.  The Company may include Common Shares other
than Registrable Common Shares in a Shelf Takedown on the terms provided below,
and, if such Shelf Takedown is an underwritten offering, only with the consent
of the managing underwriters of such offering. 
If the managing underwriters of the requested Shelf Takedown advise the
Company and the Holder(s) participating in such Shelf Takedown that in
their opinion the number of Common Shares proposed to be included in any Shelf
Takedown (i) exceeds the number of Common Shares which can be sold in such
underwritten offering or (ii) would adversely affect the price per share
of the Common Shares proposed to be sold in such underwritten offering, the
Company shall include in such Shelf Takedown only the number of Common Shares
which in the opinion of such managing underwriters can be sold.


 


(c)           Selection of Underwriters.  If any of the Registrable Common Shares
covered by an S-3 Registration are to be sold in an underwritten offering, the
underwriters of such offering shall be selected in accordance with Section 2(f) above.


 


(d)           Other Registration Rights.  The Company shall not, without the consent of
the Holders, grant to any Person the right to request the Company to register
any Common Shares in an S-3 Registration unless such rights are consistent with
the provisions hereof.


 


5.             Holdback
Agreements.


 


As long as any Holder
individually, or the Holders collectively, beneficially own five percent or
more of the outstanding Common Shares, the Holders agree not to sell, transfer,
hedge the beneficial ownership of (but shall not be required to unwind any
existing hedged position) or otherwise dispose of any Common Shares (or other
securities of the Company) held by them for a period equal to the lesser of (i) 90
days following the date of a prospectus or prospectus supplement, as
applicable, relating to a sale of


 


7














 


Common Shares (or other
securities of the Company) in an underwritten offering registered under the
Securities Act, or (ii) such shorter period as the managing underwriters
of such underwritten offering shall agree. 
Such agreement shall be in writing in form satisfactory to the Company
and the managing underwriters.  The
Company may impose stop-transfer instructions with respect to the Registrable
Common Shares (or other securities) subject to the foregoing restriction until
the end of said period.  The foregoing
restrictions shall not apply to (w) the exercise of the Warrants or any
other warrants or stock options to purchase any other securities of the Company
(provided that such limitation does not affect limitations on any actions
specified in the first sentence of this Section 5 with respect to the Common Shares or other securities issuable
upon such exercise), (x) transfers to Affiliates or to the limited
partners of any Holder where the transferee agrees to be bound by the terms of
this Agreement, (y) the participation in the filing of a registration
statement with the SEC, including, without limitation, any S-3 Registration
hereunder, or (z) the Registrable Common Shares included in the
underwritten offering giving rise to the application of this Section 5.  Notwithstanding the foregoing, the holdback
arrangement set forth in this Section 5 shall not apply to sales of Common
Shares that are registered on Form S-8 or Form S-4.


 


6.             Registration
Procedures.


 


(a)           Whenever the Holder(s) requests
that any Registrable Common Shares be registered pursuant to this Agreement,
the Company shall use its reasonable best efforts to effect the registration
and the sale of such Registrable Common Shares in accordance with the intended
methods of disposition thereof, and, pursuant thereto, the Company shall as
soon as reasonably practicable use its reasonable best efforts to:


 


(i)            subject to Section 2(a) and
Section 4, prepare and file with the SEC a Registration Statement with
respect to such Registrable Common Shares and cause such Registration Statement
to become effective as soon as reasonably practicable thereafter; and before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto, furnish to the Holders and the underwriter or underwriters, if any,
copies of all such documents proposed to be filed, including documents
incorporated by reference in the Prospectus and, if requested by the Holders,
the exhibits incorporated by reference, and the Holders shall have the
opportunity to object to any information pertaining to the Holders that is
contained therein and the Company will make the corrections reasonably
requested by the Holders with respect to such information prior to filing any
Registration Statement or amendment thereto or any Prospectus or any supplement
thereto;


 


(ii)           prepare and
file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective for a period of not less
than (1) 15 business days, in the case of a Demand Registration, or (2) the
earlier of 2 years or the Termination Date in the case of an S-3 Registration,
and no longer than is 


 


8

















 


necessary
to complete the distribution of the Common Shares covered by
such Registration Statement and comply with the provisions of the Securities
Act with respect to the disposition of all the Common Shares covered by
such Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;


 


(iii)          furnish to each
seller of Registrable Common Shares the Prospectus included in such
Registration Statement (including each preliminary Prospectus) and any
supplement thereto and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Common Shares
owned by such seller;


 


(iv)          register or
qualify such Registrable Common Shares under such other securities or blue sky
laws of such jurisdictions as any seller reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registrable Common Shares owned by such seller (provided, that the Company will
not be required to (1) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph (iv), (2) subject itself to taxation in any such jurisdiction
or (3) consent to general service of process in any such jurisdiction);


 


(v)           notify each
seller of such Registrable Common Shares, at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of any event as a result of which the Prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or amendment
to such Prospectus so that, as thereafter delivered to the purchasers of such
Registrable Common Shares, such Prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading;


 


(vi)          in the case of
an underwritten offering on behalf of the Holder(s) pursuant to a Demand
Registration, Piggyback Registration or an S-3 Registration, enter into such
customary agreements (including underwriting and lock-up agreements in
customary form) and take all such other customary actions as the Holder(s) or
the managing underwriters of such offering reasonably request in order to
expedite or facilitate the disposition of such Registrable Common Shares
(including, without limitation, making members of senior management of the
Company available to participate in “road-show” and other customary marketing
activities (including one-on-one meetings with prospective purchasers of the
Registrable Common Shares)) and cause to be delivered
to the 


 


9

















 


underwriters
opinions of counsel to the Company in customary form, covering such matters as
are customarily covered by opinions for an underwritten public offering as the
managing underwriters may request and addressed to the underwriters;


 


(vii)         to the extent
not prohibited by applicable law or pre-existing applicable contractual
restrictions, (1) make available, for inspection by the Holders, any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney retained by any such underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, (2) cause
the Company’s officers and employees to supply all information reasonably
requested by the Holders or such underwriter or attorney in connection with
such Registration Statement, and (3) make the Company’s independent registered
public accounting firm available for any such underwriter’s due diligence;


 


(viii)        cause all such
Registrable Common Shares to be listed on each securities exchange on which
securities of the same class issued by the Company are then listed or, if no
such similar securities are then listed, on the New York Stock Exchange or a
national securities exchange selected by the Company;


 


(ix)           provide a
transfer agent and registrar for all such Registrable Common Shares not later
than the effective date of such Registration Statement;


 


(x)            if requested,
cause to be delivered at the time of delivery of any Registrable Common Shares
sold pursuant to a Registration Statement, letters from the
Company’s independent registered public accounting firm  addressed to each selling
Holder (unless such selling Holder does not provide to such accountants the
appropriate representation letter required by rules governing the
accounting profession) and each underwriter, if any, stating that such
accountants are independent within the meaning of the Securities Act and the applicable rules and
regulations adopted by the SEC thereunder, and otherwise in customary form and
covering such financial and accounting matters as are customarily covered by
letters of independent registered public accounting firms delivered in
connection with primary or secondary underwritten public offerings, as the case
may be;


 


(xi)           make generally
available to its shareholders a consolidated earnings statement (which need not
be audited) for the 12 months beginning after the effective date of a
Registration Statement as soon as reasonably practicable after the end of such
period, which earnings statement shall satisfy the requirements of an earnings
statement under Section 11(a) of the Securities Act; and


 


10

















 


(xii)          promptly notify
the Holders and the underwriter or underwriters, if any:


 


(1)           when the
Registration Statement, any pre-effective amendment, the Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
has been filed and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective;


 


(2)           of the
notification to the Company by the SEC of its initiation of any proceeding with
respect to the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement; and


 


(3)           of the receipt
by the Company of any notification with respect to the suspension of the
qualification of any Registrable Common Shares for sale under
the applicable securities or blue sky laws of any jurisdiction.


 


(b)           The Company represents and
warrants that no Registration Statement (including any amendments thereto)
shall contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the
statements therein not misleading, and no Prospectus (including any supplements
thereto) shall contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, in each case, except for any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact
made in reliance on and in conformity with written information furnished to the
Company by or on behalf of the Holders specifically for use therein.


 


(c)           The Company shall make
available to the Holders such number of copies of a Prospectus, including a
preliminary Prospectus, and all amendments and supplements thereto and such
other documents as the Holders may reasonably request in order to facilitate
the disposition of the Registrable Common Shares owned by the Holders. The
Company will promptly notify the Holders requesting registration for
Registrable Common Shares of the effectiveness of each Registration Statement
or any post-effective amendment. The Company will promptly respond to any and
all comments received from the SEC, with a view towards causing each
Registration Statement or any amendment thereto to be declared effective by the
SEC as soon as reasonably practicable and shall file an acceleration request as
soon as reasonably practicable following the resolution or clearance of all SEC
comments or, if applicable, following notification by the SEC that any such
Registration Statement or any amendment thereto will not be subject to review.


 


(d)           At all times after the
Company has filed a registration statement with the SEC pursuant to the
requirements of the Securities Act, the Company shall use its reasonable best
efforts to file all reports required to be filed by it under the Securities Act



 


11

















 


and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and use its reasonable best efforts
to take such further action as the Holders may reasonably request, all to the
extent required to enable the Holders to be eligible to sell Registrable Common
Shares pursuant to Rule 144 (or any similar rule then in effect).


 


(e)           The Company may require each
seller of Registrable Common Shares as to which any registration is being
effected to furnish to the Company any other information regarding such seller
and the distribution of such securities as the Company may from time to time
reasonably request in writing.


 


(f)            Each seller of Registrable
Common Shares agrees by having its shares treated as Registrable Common Shares
hereunder that, upon written notice of the happening of any event as a result
of which the Prospectus included in such Registration Statement contains an
untrue statement of a material fact or omits any material fact necessary to
make the statements therein not misleading (a “Suspension Notice”), such
seller will forthwith discontinue disposition of Registrable Common Shares for
a reasonable length of time not to exceed 60 days until such seller is advised
in writing by the Company that the use of the Prospectus may be resumed and is
furnished with a supplemented or amended Prospectus as contemplated by Section 6(a)(v) hereof,
and, if so directed by the Company, such seller will deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies then in
such seller’s possession, of the Prospectus covering such Registrable Common
Shares current at the time of receipt of such notice; provided, however,
that such postponement of sales of Registrable Common Shares by the Holders
shall not exceed 150 days in the aggregate in any one year. If the Company
shall give any notice to suspend the disposition of Registrable Common Shares
pursuant to a Prospectus, the Company shall extend the period of time during
which the Company is required to maintain the Registration Statement effective
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date such
seller either is advised by the Company that the use of the Prospectus may be
resumed or receives the copies of the supplemented or amended Prospectus
contemplated by Section 6(a)(v) (a “Blackout Period”). In any
event, the Company shall not be entitled to deliver more than one Suspension
Notice in any one year.


 


7.             Registration
Expenses.


 


(a)           All fees and expenses
incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, listing application
fees, printing expenses, transfer agent’s and registrar’s fees, cost of
distributing Prospectuses in preliminary and final forms as well as any supplements
thereto, fees and disbursements of counsel for the Company and all independent
registered public accounting firms and other Persons retained by the Company,
and fees and expenses of counsel for the Holders that are including Registrable
Common Shares each offering conducted pursuant to this Agreement (all such expenses being
herein called “Registration Expenses”) (but, not including any
underwriting discounts or commissions attributable to the sale of Registrable
Common Shares or fees and expenses of counsel 


 


12

















 


representing the Holders), shall be borne by
the Company. In addition, the Company shall pay its internal expenses
(including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance
and the expenses and fees for listing the securities to be registered on each
securities exchange on which they are to be listed.


 


(b)           The obligation of the
Company to bear the expenses described in Section 7(a) shall apply
irrespective of whether a registration, once properly demanded, if applicable,
becomes effective, is withdrawn or suspended, is converted to another form of
registration and irrespective of when any of the foregoing shall occur; provided,
however, that Registration Expenses for any Registration Statement
withdrawn solely at the request of the Holders (unless withdrawn following
postponement of filing by the Company in accordance with Section 2(e) or
Section 3(a)) or any supplements or amendments to a Registration Statement
or Prospectus resulting from a misstatement furnished to the Company by the
Holders shall be borne by such Holders. 
If any Registration Statement is withdrawn (unless such withdrawal is
solely at the request of the Holders), the Company shall reimburse the Holders
for their reasonable legal fees and related disbursements in connection with
such withdrawn Registration Statement.


 


8.             Indemnification.


 


(a)           The Company shall indemnify
and hold harmless, to the fullest extent permitted by law, the Holders and each
Person who controls the Holders (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue statement or alleged untrue statement of material fact
contained in any Registration Statement, Prospectus, free writing prospectus
(as defined in Rule 405 promulgated under the Securities Act) or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are made in
reliance and in conformity with information furnished in writing to the Company
by a Holder expressly for use therein or caused by a Holder’s failure to
deliver to the Holder’s immediate purchaser a copy of the Registration
Statement, Prospectus, free writing prospectus (as defined in Rule 405
promulgated under the Securities Act) or any amendments or supplements thereto
(if the same was required by applicable law to be so delivered) after the
Company has furnished the Holders with a sufficient number of copies of the
same prior to any written confirmation of the sale of Registrable Common
Shares.  In connection with an
underwritten offering, the Company shall indemnify and hold harmless such
underwriters and each Person who controls such underwriters (within the meaning
of the Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders.


 


(b)           In connection with any
Registration Statement in which a Holder is participating, such Holder shall
furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such Registration
Statement or Prospectus or free writing prospectus (as defined in Rule 405
promulgated under the Securities Act) and, shall indemnify and hold harmless,
to the 


 


13

















 


fullest extent permitted by law, the Company,
its officers, directors and each Person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses arising out of or based upon any untrue statement or alleged untrue
statement of material fact contained in the Registration Statement, Prospectus,
free writing prospectus (as defined in Rule 405 promulgated under the
Securities Act) or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that the same are made in reliance and in conformity with information furnished
in writing to the Company by such Holder expressly for use therein or caused by
such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of
the Registration Statement, Prospectus, free writing prospectus (as
defined in Rule 405 promulgated under the Securities Act) or any
amendments or supplements thereto (if the same was required by applicable law
to be so delivered) after the Company has furnished such Holder with a
sufficient number of copies of the same prior to any written
confirmation of the sale of Registrable Common Shares; provided,
however, that the liability of a Holder shall be in proportion to and
limited to the net amount received by such Holder from the sale of Registrable
Common Shares pursuant to such Registration Statement.


 


(c)           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
and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld).  An indemnifying
party who is entitled to, and elects to, assume the defense of a claim shall
not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party there may be one or
more legal or equitable defenses available to such indemnified party which are
in addition to or may conflict with those available to another indemnified
party with respect to such claim. Failure to give prompt written notice shall
not release the indemnifying party from its obligations hereunder.


 


(d)           The indemnification provided
for under this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the
transfer of securities.


 


9.             Participation
in Underwritten Registrations.


 


No Person may participate in
any registration hereunder which is underwritten unless such Person (a) agrees
to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


14














 


10.          Rule 144.


 


The Company shall use its
reasonable best efforts to 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, and use its reasonable best efforts to take such
further action as the Holders may reasonably request to make available adequate
current public information with respect to the Company meeting the current
public information requirements of Rule 144(c) under the Securities
Act, to the extent required to enable the Holders to sell Registrable Common
Shares without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. 
Upon the request of a Holder, the Company will deliver to such Holder a
written statement as to whether it has complied with such information and
requirements.


 


11.          Miscellaneous.


 


(a)           Notices.  Except as otherwise provided herein, all
notices, requests, consents and other communications required or permitted
hereunder shall be in writing and shall be hand delivered or sent postage
prepaid by a nationally recognized overnight courier service (with tracking
capability) or by facsimile transmission (with immediate telephone confirmation
thereafter) as follows:


 


If to the Company:


 


Americold Realty Trust

10 Glenlake Parkway

South Tower, Suite 800

Atlanta, GA 30328

Attn: Ronald B. Hutchison


 


If to an Investor:

c/o The Yucaipa Companies, LLC

9130 W. Sunset Boulevard

Los Angeles, California 90069

Attention:  Robert P. Bermingham


 


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


 


Munger, Tolles &
Olson LLP

355 South Grand Avenue

35th Floor

Los Angeles, California 90071

Attention: Robert B. Knauss 

Fax: (213) 683-9137


 


or at such other address as
such party each may specify by written notice to the others, and, except as
otherwise provided herein, each such notice, request, consent and other 


 


15

















 


communication shall for all
purposes of the Agreement be treated as being effective or having been given
when delivered personally, upon receipt of facsimile confirmation if
transmitted by facsimile, or, if sent by a nationally recognized overnight
courier service (with tracking capability), upon its receipt.


 


(b)           No Waivers.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


(c)           Expenses.  Except as otherwise provided for herein or
otherwise agreed to in writing by the parties, all costs and expenses incurred
in connection with the preparation of this Agreement shall be paid by the
Company.


 


(d)           Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, it being understood that subsequent holders
of the Registrable Common Shares are intended third party beneficiaries hereof.


 


(e)           Governing Law.  The internal laws of the State of New York
shall govern the enforceability and validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of
the parties.


 


(f)            Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby must be
brought in any federal or state court located in New York County, and each of
the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be
served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 11(a) shall
be deemed effective service of process on such party.


 


(g)           Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(h)           Counterparts; Effectiveness.  This Agreement may be executed in any number
of counterparts (including by facsimile or by e-mail in portable document
format (.PDF)) and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an 


 


16

















 


original, shall be construed
together and shall constitute one and the same instrument. This Agreement shall
become effective when each party hereto shall have received counterparts hereof
signed by all of the other parties hereto.


 


(i)            Entire Agreement.  This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes and replaces all other prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof.


 


(j)            Captions.  The headings and other captions in this
Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any provision of this Agreement.


 


(k)           Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such a determination, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.


 


(l)            Amendments.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given without the prior written consent of the Company and the Investors.


 


(m)          Equitable Relief.  The parties hereto agree that legal remedies
would be inadequate to enforce the provisions of this Agreement against the
Company and that, in the event of a breach of this Agreement by the Company,
the Investors shall be permitted to enforce the provisions of this Agreement
against the Company by means of equitable relief, including specific
performance and injunctive relief.


 


(n)           Construction.  The parties hereto acknowledge
that each party and its counsel have participated in the negotiation and
preparation of this Agreement.  This
Agreement shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Agreement to be drafted.  Every covenant, term and provision of this
Agreement shall be construed according to its fair meaning and not strictly for
or against any party hereto.


 


[Signature pages follow.]


 


17

















 


IN WITNESS WHEREOF, this
Registration Rights Agreement has been duly executed by each of the parties
hereto as of the date first written above.


 


AMERICOLD REALTY TRUST


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


[Investor signatures on following pages.]


 

















 


INVESTORS:


 


 


	
  YUCAIPA CORPORATE INITIATIVES FUND I, L.

  	
   

  
	
   

  	
   

  
	
  By: Yucaipa Corporate Initiatives Fund I, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert P. Bermingham

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  YUCAIPA AMERICAN ALLIANCE FUND I, LP

  	
   

  
	
   

  	
   

  
	
  By: Yucaipa American Alliance Fund I, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert P. Bermingham

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  YUCAIPA AMERICAN ALLIANCE
  (PARALLEL) FUND I, LP

  
	
   

  	
   

  
	
  By: Yucaipa American Alliance Fund I, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert P. Bermingham

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


[Signatures continue on following page.]


 

















 


	
  YUCAIPA AMERICAN ALLIANCE FUND II, L.P.

  	
   

  
	
   

  	
   

  
	
  By: Yucaipa American Alliance Fund II, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert P. Bermingham

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  YUCAIPA AMERICAN ALLIANCE
  (PARALLEL) FUND II, L.P.

  
	
   

  	
   

  
	
  By: Yucaipa American Alliance Fund II, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert P. Bermingham

  	
   

  
	
   

  	
  Title:

  	
  Vice President