Exhibit 10.2


 


 


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”),
dated as of May 23, 2016, is made by and among WL Ross Sponsor LLC (“WLRS”), the undersigned parties on the
signature page hereto and WL Ross Holding Corp., a Delaware corporation (the “Company”).


 


RECITALS


 


WHEREAS, on the date
hereof, the Company has entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), among
the Company, Neon Acquisition Company, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company
(“Blocker Merger Sub”), Neon Holding Company, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of Blocker Merger Sub (“Company Merger Sub”), Nexeo Solutions Holdings, LLC, a Delaware limited
liability company (“NS Holdings”), TPG Accolade Delaware, L.P., a Delaware limited partnership (“Blocker”),
and Nexeo Holdco, LLC, a Delaware limited liability company (“New Holdco”), pursuant to which (x) Blocker Merger
Sub will merge with and into Blocker and (y) Company Merger Sub will merge with and into NS Holdings (the mergers contemplated
by clauses (x) and (y), together, the “Mergers”);


 


WHEREAS, on the date
hereof, the parties hereto desire to enter into this Agreement, pursuant to which the Company shall grant to Holders certain registration
rights with respect to the PIPE Shares, FPA Founder Shares, Newco Founder Shares, and Newco Exchange Shares to be transferred
to the Holders and an LLC entity to be formed by WLRS (“Newco”) pursuant to that certain Subscription Agreement,
dated May 23, 2016, by and among the parties hereto (the “Subscription Agreement”).


 


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

DEFINITIONS


 


Section 1.1Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


“Adverse
Disclosure” means public disclosure of material non-public information which, in the Board of Directors’ good
faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration
Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading; (ii) would
not be required to be made at such time but for the filing of such Registration Statement; and (iii) the Company has a bona
fide business purpose for not disclosing publicly.


 






      


     


    

 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person. For these purposes, “control” shall mean the possession, direct or indirect, 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; provided that no party hereto shall be deemed an Affiliate of the Company or any of its subsidiaries
for purposes of this Agreement.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Board of
Directors” means the board of directors of the Company.


 


“Business
Day” means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to close.


 


“Common Stock”
means the shares of common stock of the Company, including the PIPE Shares, FPA Founder Shares, Newco Founder Shares, Newco Exchange
Shares and any shares of common stock of the Company issuable upon the exercise of any warrant or other right to acquire shares
of common stock of the Company.


 


“Company”
has the meaning set forth in the preamble.


 


“Company
Shares” means the shares of common stock or other equity securities of the Company, including the PIPE Shares, FPA Founder
Shares, Newco Founder Shares, Newco Exchange Shares, 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.


 


“Demand Registration
Statement” has the meaning set forth in Section 2.1(a).


 


“Excess Shares”
has the meaning given to such term in the Merger Agreement.


 


“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.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Holder”
means any holder of Registrable Securities who is an undersigned party on the signature page hereto and Newco (or any party who
succeeds to rights hereunder pursuant to Article III).


 


“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 Public
Sale” has the meaning set forth in Section 2.3(a).


 


“Loss”
has the meaning set forth in Section 2.8(a).


 






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“Merger”
has the meaning set forth in the recitals.


 


“Merger Agreement”
has the meaning set forth in the recitals.


 


“New Holdco”
has the meaning set forth in the recitals.


 


“Person”
means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization
or a government or any agency or political subdivision thereof.


 


“Piggyback
Notice” has the meaning set forth in Section 2.3(a).


 


“Piggyback
Registration” has the meaning set forth in Section 2.3(a).


 


“Piggyback
Request” has the meaning set forth in Section 2.3(a).


 


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


 


“Registrable
Securities” means any PIPE Shares, FPA Founder Shares, Newco Founder Shares, Newco Exchange Shares and any other shares
of common stock of the Company held by any Holder, including any securities held by any Holder that may be issued or distributed
or be issuable in respect of such PIPE Shares, FPA Founder Shares, Newco Founder Shares, Newco Exchange Shares or any other shares
of common stock of the Company held by any Holder by way of dividend, stock split or other distribution, merger, consolidation,
exchange, recapitalization or reclassification or similar transaction; provided, however, that any such Registrable
Securities shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such
Registrable Securities has become effective under the Securities Act and such Registrable Securities have been disposed of in
accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities have been
sold to the public pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act or (iii) such Registrable
Securities shall have been otherwise Transferred and new certificates for them not bearing a legend restricting Transfer under
the Securities Act shall have been delivered by the Company and such securities may be publicly resold without Registration under
the Securities Act without volume limitations or any other restrictions.


 


“Registration”
means a registration with the SEC of any Company Shares for offer and sale to the public under a Registration Statement. The terms
“Register” and “Registering” shall have correlative meanings.


 


“Registration
Expenses” has the meaning set forth in Section 2.7.


 


“Registration
Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules
and regulations promulgated 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-8 or any successor form thereto.


 






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“Remaining
Excess Shares” has the meaning set forth in Section 2.1(d).


 


“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.


 


“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.


 


“Shelf Registration”
means a Registration effected pursuant to Section 2.1.


 


“Shelf Registration
Statement” means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 (or any successor
form or other appropriate form under the Securities Act) or (ii) if the Company is not permitted to file a Registration Statement
on Form S-3, an evergreen Registration Statement on Form S-1 (or any successor form or other appropriate form under the Securities
Act), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar
rule that may be adopted by the SEC) covering the Registrable Securities, as applicable.


 


“Shelf Suspension”
has the meaning set forth in Section 2.2(c).


 


“SHRRA”
means that certain Shareholders’ and Registration Rights Agreement, dated March 21, 2016, by and among TPG (as defined therein),
WLRS and the Company.


 


“Transfer”
means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, encumber, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act,
and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any
intention to effect any transaction specified in clause (a) or (b); and “Transferred,” “Transferee” and
“Transferability” shall each have a correlative meaning.


 


“Underwritten
Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm
commitment basis for reoffering to the public, including any block sale to a financial institution conducted as an underwritten
public offering.


 


“WLRS”
has the meaning set forth in the preamble.


 






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Section 1.2Other
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
term “including” is not limiting and means “including 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.


 


 


 


Article
II

REGISTRATION RIGHTS


 


Section 2.1Demand
Registration


 


(a)Request
for Registration. Subject to the terms hereof and terms of the Registrable Securities, at any time and from time to time on
or after the date the Company consummates the Business Combination, the Holders of at least a majority in interest of the then
outstanding number of Registrable Securities (the “Majority Holders”) may make a written demand for Registration
under the Securities Act of all or part of its Registrable Securities, which written demand shall describe the type of securities
to be included in such Registration and the intended method(s) of distribution thereof, and the amount; provided that no
such demand may be initiated (i) unless the aggregate value of the Registrable Securities to be offered in such offering is at
least $50 million, (such written demand a “Demand Registration”) or (ii) during the pendency of a
Shelf Suspension (as defined below). Subject to clause (e) below, as promptly as practicable following the Demand Registration,
but in any event within thirty (30) Business Days following the Demand Registration, the Company shall file with the SEC a Registration
Statement relating to the offer and sale of all Registrable Securities requested by such Holder to be included in such Registration
Statement (a “Demand Registration Statement”) and which will permit the Holders of such Registrable Securities,
subject to clause (d) below, to sell such Registrable Securities without regard to any volume limitation requirements under Rule
144 of the Securities Act. Under no circumstances shall the Company be obligated to effect more than two (2) Demand Registrations
for all Holders with respect to any or all Registrable Securities. The participating Holders shall furnish to the Company such
information in writing as the Company may reasonably request for inclusion in a Demand Registration Statement. Notwithstanding
the foregoing, to the extent that all of a Holder’s Registrable Securities are Registered on a then currently effective
Shelf Registration Statement, the Company shall not be required to file a Demand Registration Statement although the Majority
Holders may elect to pursue an Underwritten Offering of all or part of their Registrable Securities on such Shelf Registration
Statement pursuant to clauses (c) and (d) below; provided that no such Underwritten Offering may be initiated unless the aggregate
value of Registrable Securities to be offered in such Underwritten Offering is at least $50 million.


 






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(b)Effective
Registration. Notwithstanding the foregoing clause (a), a Registration pursuant to a Demand Registration shall not count as
a Demand Registration unless and until (i) a Demand Registration Statement filed with the Commission has been declared effective
by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Demand Registration Statement has been declared effective, an offering of Registrable Securities thereunder
is subsequently interfered with by a suspension by the Company pursuant to clause (e) below, any stop order or injunction of the
Commission, federal or state court or any other governmental agency, a Demand Registration Statement shall be deemed not to have
been declared effective, unless and until, (i) such suspension, stop order or injunction is lifted, removed, rescinded or
otherwise terminated, and (ii) the Majority Holders affirmatively elects to continue with such Demand Registration and accordingly
notifies the Company in writing, but in no event later than five (5) days, of such election; provided, further,
that the Company shall not be obligated or required to file another Demand Registration Statement until a Demand Registration
Statement that has been previously filed is terminated.


 


(c)Underwritten
Offering. Subject to clauses (d) and (e) below, if the Majority Holders advise the Company as part of their Demand Registration
that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering
conditioned upon the participating Holders’ entry into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Company. The Company shall be obligated to conduct an Underwritten Offering no
more than two (2) times and shall have the right to select the managing underwriter or underwriters to administer such offering.


 


(d)Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company and a representative of the Majority Holders in writing that the dollar amount
or number of Registrable Securities that the Demanding Holders, taken together with all other Common Stock or other equity securities
that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate
written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar
amount or maximum number of equity securities that, in the opinion of such managing Underwriter(s), can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable
Securities that the participating Holders of the Registrable Securities have requested to be included in such Underwritten Registration
and any shares of Common Stock that any parties to the SHRRA have a right to include in such Underwritten Offering pursuant to
a Piggyback Request (as defined in the SHRRA) and any Remaining Excess Shares required to be included pursuant to the SHRRA (pro
rata among the Holders and parties to the SHRRA that have requested to participate in such Underwritten Offering based on the
relative number of securities requested to be included therein then held by each such holder or required to be included therein
with respect to the Remaining Excess Shares) that may be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), any other Common Stock
or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been
requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to
sell.


 






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(e)Suspension
of Registration. If the filing or use of a Demand Registration Statement at any time would require the Company to make an
Adverse Disclosure, the Company may, upon giving prompt prior written notice of such action to the Holders, suspend the filing
or use of a Demand Registration Statements (a “Demand Suspension”); provided, however, that the
Company shall not be permitted to exercise a Demand Suspension (i) more than one time during any twelve (12)-month period, or
(ii) for a period exceeding ninety (90) days on any one occasion. In the case of a Demand Suspension, upon receipt of the notice
referred to above, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection
with any sale or purchase of, or offer to sell or purchase, Registrable Securities. The Company shall immediately notify the Holders
upon the termination of any Demand Suspension, amend or supplement the Prospectus or any Issuer Free Writing Prospectuses, if
necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus
as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company shall,
if necessary, supplement or make amendments to any 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 Holders of a majority of the Registrable
Securities then outstanding.


 


(f)Demand
Registration Withdrawal. The Majority Holders initiating a Demand Registration, shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to the Registration of their the Registrable Securities pursuant
to such Demand Registration.


 


Section 2.2Shelf
Registration.


 


(a)Filing.
As promptly as practicable following the completion of the Mergers, but in any event within fifteen (15) Business Days following
the Mergers, the Company shall file with the SEC a Shelf Registration Statement relating to the offer and sale of all Registrable
Securities that will permit the Holders of such Registrable Securities to sell such Registrable Securities without regard to any
volume limitation requirements under Rule 144 of the Securities Act. As promptly as practicable thereafter, the Company shall
use its reasonable best efforts to cause such Shelf Registration Statement to become effective under the Securities Act. The Holders
shall furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Shelf Registration
Statement.


 






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(b)Continued
Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective
under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the date as of
which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement
is 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) (such period of effectiveness, the “Shelf Period”). Subject to Section 4.1(c),
the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during
the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in the Registrable
Securities covered thereby not being able to be offered and sold pursuant to the Shelf Registration Statement during the Shelf
Period, unless such action or omission is required by applicable law.


 


(c)Subsequent
Shelf Registration. If the Shelf Registration Statement ceases to be effective under the Securities Act for any reason at
any time during the Shelf Period, the Company shall use its reasonable best efforts to as promptly as is reasonably practicable
cause the Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal
of any order suspending the effectiveness of the Shelf Registration Statement), and shall use its reasonable best efforts to as
promptly as is reasonably practicable amend the Shelf Registration Statement in a manner reasonably expected to result in the
withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or file an additional registration statement
(a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to
Rule 415 of the Securities Act registering the resale from time to time of the Registrable Securities. If a Subsequent Shelf Registration
is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration to become effective
under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf
Registration continuously effective and usable until the end of the Shelf Period. Any such Subsequent Shelf Registration shall
be a registration statement on Form S-3 or Form S-1 or another appropriate form (at the option of the Company) and shall provide
for the registration of the Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution
elected by the Holders.


 


(d)Suspension
of Registration. If the continued use of the Shelf Registration Statement (or a Subsequent Shelf Registration) at any time
would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt prior written notice of such action
to the Holders, suspend use of the Shelf Registration Statements (or a Subsequent Shelf Registration) (a “Shelf Suspension”);
provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than one time
during any twelve (12)-month period, or (ii) for a period exceeding ninety (90) days on any one occasion. In the case of a Shelf
Suspension, upon receipt of the notice referred to above, the Holders agree to suspend use of the applicable Prospectus and any
Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities.
The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus
or any Issuer Free Writing Prospectuses, if necessary, so it does not contain any untrue statement or omission and furnish to
the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the
Holders may reasonably request. The Company shall, if necessary, supplement or make amendments to any Shelf Registration Statement,
if required by the registration form used by the Company for the Shelf 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 Holders of a majority of the Registrable Securities then outstanding.


 






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Section 2.3Piggyback
Rights.


 


(a)Participation.
If the Company at any time proposes to conduct an Underwritten Offering of its equity securities for its own account or for the
account of any other Persons (other than an offering and sale to employees or directors of the Company pursuant to any employee
stock plan or other employee benefit plan arrangement) (an “Issuer Public Sale”), then, as soon as practicable
(but in no event less than fifteen (15) days prior to the proposed date of such Issuer Public Sale), the Company shall give written
notice (a “Piggyback Notice”) of such proposed Issuer Public Sale to all the Holders of Registrable Securities.
Subject to the terms of the SHRRA and the terms of the Registrable Securities, the Piggyback Notice shall offer Holders of Registrable
Securities the opportunity to include in such Issuer Public Sale the number of Registrable Securities as they may request in writing;
provided that each Piggyback Request (as defined below) must include at least a number of Registrable Securies equal to
the lesser of (a) Registrable Securities with an aggregate value of at least $10 million at the time of such Piggyback Request
and (b) all of such Holder’s remaining Registrable Securities, unless such Holder is otherwise permitted to sell its Registrable
Securities pursuant to Rule 144 under the Securities Act without volume limitations or other restrictions on Transfer thereunder.
The Company shall use commercially reasonable efforts to include in each such Issuer Public Sale such Registrable Securities for
which the Company has received written requests for inclusions therein (“Piggyback Request”) within three (3)
Business Days after sending the Piggyback Notice. Each Holder of Registrable Securities shall be permitted to withdraw all or
part of such Holder’s Registrable Securities from an Issuer Public Sale, and such Holder shall continue to have the right
to include any Registrable Securities in any subsequent Issuer Public Sale, all upon the terms and conditions set forth herein;
provided that such withdrawal request must be made in writing prior to the initial offer of securities in the Issuer Public
Sale.


 


(b)Priority
of Piggyback. If the managing underwriter or underwriters of any Issuer Public Sale informs the Company in writing that, in
its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering, including
any Remaining Excess Shares required to be included in such Issuer Public Sale pursuant to the SHRRA, exceeds the number which
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 prioritized pursuant to Section 4.2(c) of the SHRRA (Priority of Piggyback).


 






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Section 2.4Black-out
Periods for Underwritten Offerings initiated by the Holders and Issuer Public Sales. In the event of an Underwritten Offering
initiated by any Holder pursuant to Section 2.1(c) of this Agreement or an Issuer Public Sale of the Company’s equity securities
in an Underwritten Offering, the Holders of Registrable Securities agree, if requested by the managing underwriter or underwriters
in such Underwritten Offering, not to effect any public sale or distribution of any securities (except, in each case, as part
of the applicable Underwritten Offering, if permitted) that are the same as or similar to those being offered in such Underwritten
Offering, or any securities convertible into or exchangeable or exercisable for such securities, and agree to become bound by
and execute and deliver a lock-up agreement with respect to such restrictions, during the period beginning seven (7) days before
and ending ninety (90) days (or such lesser periods as may be permitted by the Company or such managing underwriter or underwriters)
after, the date of the final Prospectus relating to such Underwritten Offering, to the extent timely notified in writing by the
Company or the managing underwriter or underwriters; provided that such restrictions shall not apply to (i) securities
acquired in the public market subsequent to the Underwritten Offering, (ii) distributions-in-kind to a Holder’s partners
or members or (iii) Transfers to Affiliates, but only if such Affiliates agree to be bound by the restrictions herein.


 


Section 2.5Registration
Procedures.


 


(a)In
connection with the Company’s Registration obligations under Sections 2.1, 2.2 and 2.3, the Company
shall use its reasonable best efforts to effect such Registration to permit the sale of such 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:


 


(i)prepare the
required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed
therewith, and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or
supplements thereto, furnish to the underwriters, if any, and to the Holders of the Registrable Securities, 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;


 


(ii)as soon as
reasonably practicable file with the SEC a Registration Statement relating to the Registrable Securities, including all exhibits
and financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration
Statements to become effective under the Securities Act as soon as practicable;


 


(iii)prepare and
file with the SEC such amendments and post-effective amendments to such Registration Statements and supplements to the Prospectus
or any Issuer Free Writing Prospectus as may be (w) necessary to permit sales to be made pursuant to such Registration Statements,
(x) reasonably requested by the Holders of a majority of participating Registrable Securities, (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 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;


 






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(iv)notify the
participating Holders of Registrable Securities 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 (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective,
and when the applicable Prospectus, any amendment or supplement to such Prospectus, any Issuer Free Writing Prospectus or any
amendment or supplement to such Issuer Free Writing Prospectus has been filed, (b) of any written comments by the SEC or any request
by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement,
such Prospectus, such Issuer Free Writing Prospectus or for additional information (whether before or after the effective date
of the Registration Statement), (c) 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, (d) 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
(e) of the receipt by the Company of any notification with respect to the suspension of any Registrable Securities for offering
or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(v)promptly notify
the selling Holder of Registrable Securities, as applicable, 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) or any Issuer Free Writing Prospectus 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, any preliminary
Prospectus or Issuer Free Writing 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,
Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case 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, Prospectus or Issuer Free Writing Prospectus
which shall correct such misstatement or omission or effect such compliance;


 


(vi)use its reasonable
best 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 or any Issuer Free Writing Prospectus;


 


(vii)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 any 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;


 






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(viii)furnish
to each selling Holder of Registrable Securities 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
thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);


 


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


 


(x)on or prior
to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or qualify,
and cooperate with the selling Holders of Registrable Securities, 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 of the United States 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 the terms hereof, 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;


 


(xi)if requested,
cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive
legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters
may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;


 


(xii)use its reasonable
best 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 Holders of the Registrable Securities or
the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;


 






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(xiii)if requested,
not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities,
and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible
for deposit with The Depository Trust Company;


 


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


 


(xv)enter into
such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Holders
of at least a majority of any Registrable Securities being sold or the managing underwriter or underwriters of any offering of
Registrable Securities, if any, or a broker, placement agent or other agent of the Holder, if any, reasonably request in order
to expedite or facilitate the registration and disposition of such Registrable Securities;


 


(xvi)obtain for
delivery to the Holders of Registrable Securities being registered and to the underwriter or underwriters of any offering of Registrable
Securities, if any, an opinion or opinions from counsel for the Company, including any customary negative assurances letters,
dated the pricing or closing date of the applicable offering or sale (in the case of an offering with the assistance of a broker,
placement agent or other agent of the Holder) or, in the event of an Underwritten Offering, the date the Registrable Securities
are delivered to the Underwriters for sale, in customary form, scope and substance, which opinions shall be reasonably satisfactory
to such Holders or underwriters, as the case may be, and their respective counsel;


 


(xvii)obtain for
delivery to the Company and the managing underwriter or underwriters of any offering of Registrable Securities, if any, or a broker,
placement agent or other agent of the Holder, if any, with copies to the Holders of Registrable Securities included in such Registration,
a cold comfort letter from the Company’s independent certified public accountants (and, if necessary, any other independent
certified public accountants 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 cold comfort letters as the managing underwriter or underwriters, if any, or a broker, placement
agent or other agent of the Holder, if any, reasonably request, dated (i) the date of execution of the underwriting agreement
and brought down to the closing under the underwriting agreement in the case of an Underwritten Offering and (ii) the pricing
or closing date of the applicable offering or sale in the case of a broker, placement agent or other agent of the Holder, if any;


 


(xviii)cooperate
with each seller of Registrable Securities and each underwriter of any offering of Registrable Securities, 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;


 






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(xix)use its reasonable
best efforts to comply with all applicable securities laws and make available 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;


 


(xx)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;


 


(xxi)use its reasonable
best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities
exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system
on which any of the Company’s equity securities are then quoted;


 


(xxii)make available
upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority
of the Holders of Registrable Securities covered by the applicable Registration Statement, by any underwriter participating in
any disposition of any Registrable Securities to be effected pursuant to such Registration Statement and by any attorney, accountant,
broker, placement agent or other agent retained by such Holders or any such underwriter, all pertinent financial and other records,
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 as shall be necessary to enable them to exercise their due diligence responsibility; provided, however,
that any such Person gaining access to information regarding the Company pursuant to this Section 2.5(a)(xxii) shall agree
to hold in strict confidence and shall not make any disclosure or use any information regarding the Company which the Company
determines in good faith to be confidential, and of which determination such Person is notified, unless (v) the release of such
information is requested or required (by deposition, interrogatory, requests for information or documents by a governmental entity,
subpoena or similar process), (w) disclosure of such information, in the opinion of counsel to such Person, is otherwise required
by law, (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which
such Person has knowledge, (y) such information is or becomes available to such Person on a non-confidential basis from a source
other than the Company or (z) such information is independently developed by such Person;


 






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(xxiii)in the
case of a marketed Underwritten Offering of Registrable Securities, 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 Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated
herein and customary selling efforts related thereto;


 


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


 


(xxv)take all
reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any registration covered by Sections
2.1, 2.2 or 2.3 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


 


(xxvi)take all
such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of
such Registrable Securities.


 


(b)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.


 


(c)The
Company may require each seller of Registrable Securities as to which any Registration 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 the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable
time after receiving such request. Each Holder of Registrable Securities 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.


 


(d)Each
Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 2.5(a)(v), 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
or Issuer Free Writing Prospectus, as the case may be, contemplated by Section 2.5(a)(v), or until such Holder is
advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case may be, may be
resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus
or such Issuer Free Writing 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 or any Issuer Free Writing 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 or such Issuer Free Writing Prospectus contemplated
by Section 2.5(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.


 






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(e)If
any Registration Statement or comparable statement under the “Blue Sky” laws refers to any Holder by name or otherwise
as the Holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of
language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities
covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements
of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company,
as advised by counsel, required by the Securities Act or any similar federal statute or any “Blue Sky” or securities
law then in force, the deletion of the reference to such Holder.


 


(f)Holders
may seek to register different types of Registrable Securities simultaneously and the Company shall use its reasonable best efforts
to effect such Registration and sale in accordance with the intended method or methods of disposition specified by such Holders.


 


Section 2.6Underwritten
Offerings.


 


(a)Demand
Registration Offering. If requested by the underwriters for any Underwritten Offering with respect to the offering and sale
of any Registrable Securities pursuant to a Demand Registration, the Company shall enter into an underwriting agreement with such
underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, and, if applicable,
participating Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms
as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than
those provided in Section 2.8. In such Underwritten Offering, 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 of Registrable Securities
to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i)
contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of
such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in underwritten public offerings
similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations
of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of
Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding the power
and authority of such Holder to enter into the transaction, such Holder’s title to the Registrable Securities, such Holder’s
intended method of distribution and any other representations required to be made by the Holder under applicable law, and the
aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.


 






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(b)Piggyback
Offering. If the Company proposes to distribute equity securities in an Underwritten Offering through one or more underwriters,
the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.3, use its reasonable
best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such
Registration 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. 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 (i) contain
such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders
of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings
and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement
also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable
Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters
other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities
and such Holder’s intended method of distribution or any other representations required to be made by the Holder under applicable
law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten
Offering.


 


(c)Participation
in Underwritten Registrations. Subject to the provisions of Section 2.6(a) and (b) above, no Person may
participate in any Underwritten 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.


 


(d)Price
and Underwriting Discounts. In the case of an Underwritten Offering under Section 2.1, the price, underwriting
discount and other financial terms for the Registrable Securities shall be determined by the participating Holders. In addition,
in the case of any Underwritten Offering, each of the Holders may withdraw their request to participate in the Registration pursuant
to Section 2.1 or 2.3 after being advised of such price, discount and other terms and shall not be required
to enter into any agreements or documentation that would require otherwise.


 


Section 2.7Registration
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, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses
of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of
printing Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of
all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters
required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires
or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities exchange or quotation of the 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 legal counsel selected by the Majority Holders, (ix) any reasonable fees and disbursements
of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other
Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including
all salaries and expenses of its officers and employees performing legal or accounting duties) and (xii) all expenses related
to the “road-show” for any Underwritten Offering, including all travel, meals and lodging. 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 issuers.


 






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Section 2.8Indemnification.


 


(a)Indemnification
by the Company. The Company shall indemnify and hold harmless, to the full extent permitted by law, each Holder of Registrable
Securities, each shareholder, member, limited or general partner thereof, 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 legal expenses) (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 were registered
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 reports and other documents filed under the Exchange Act or any Issuer Free
Writing Prospectus or amendment thereof or supplement thereto, (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, preliminary Prospectus
or any Issuer Free Writing Prospectus in light of the circumstances under which they were made) not misleading or (iii) any actions
or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto. 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. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in any distribution of Registrable Securities, their officers and directors and each Person who controls
such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect
to the indemnification of the indemnified parties.


 






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(b)Indemnification
by the Selling Holder of Registrable Securities. Each selling Holder of Registrable Securities 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
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 Issuer Free Writing Prospectus or amendment thereof
or supplement thereto), 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, preliminary Prospectus or any Issuer Free Writing Prospectus, in light of
the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement
or omission is contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion
in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the
Registrable Securities to the Person asserting the claim. In no event shall the liability of any selling Holder of Registrable
Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of
Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 2.8(d).
The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification)
with respect to information furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration
Statement.


 


(c)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 is actually and materially prejudiced 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 (w) the
indemnifying party has agreed in writing to pay such fees or expenses, (x) 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, (y) 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 (z) 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 consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent
of such 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.
It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 2.8(c),
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 admitted to practice in such jurisdiction 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.


 






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(d)Contribution.
If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 2.8 is unavailable to
an indemnified party (other than as a result of exceptions contained in paragraphs (a) and (b) of this Section 2.8)
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 2.8(d) 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 2.8(d). 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 2.8(a) and 2.8(b) 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. Notwithstanding the provisions of this Section 2.8(d), in connection with any Registration
Statement filed by the Company, a selling Holder of Registrable Securities shall not be required to contribute any amount in excess
of the dollar amount of the net proceeds received by such holder under the sale of Registrable Securities giving rise to such
contribution obligation less any amounts paid by such Holder pursuant to Section 2.8(b). If indemnification is available
under this Section 2.8, the indemnifying parties shall indemnify each indemnified party to the full extent provided
in Sections 2.8(a) and 2.8(b) hereof without regard to the provisions of this Section 2.8(d). The remedies
provided for in this Section 2.8 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.


 






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Section 2.9Rules
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 of Registrable Securities, 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 of Registrable Securities 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) Rules 144, 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 of Registrable Securities, 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 2.10Termination.
The registration rights provided for in this Article II shall terminate upon the earlier of the sale, transfer, or forfeiture,
as applicable, of all Registerable Securities, except for the provisions of Sections 2.8 and 2.9, which shall survive
any such termination.


 


Section 2.11Existing
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 amended 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.


 






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Article
III

GENERAL PROVISIONS


 


Section 3.1Assignment;
Benefit.


 


(a)The
rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto. Any such
assignee may not again assign those rights, other than in accordance with this Article III. Any attempted assignment of
rights or obligations in violation of this Article III shall be null and void.


 


(b)This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted
assigns, and there shall be no third-party beneficiaries to this Agreement other than the indemnitees under Section 2.8
and the TPG Representative under Section 3.3(a).


 


Section 3.2Severability.
In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed
by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 3.3Entire
Agreement; Amendment. i)This Agreement, the Subscription Agreement, the LLC Agreement, the SHRRA, and any schedules, exhibits,
annexes with respect to the foregoing, sets forth the entire understanding and agreement between the parties with respect to the
transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each
case written or oral, of any kind and every nature with respect hereto. No provision of this Agreement may be amended, modified
or waived in whole or in part at any time without the express written consent of the Company, the Majority Holders and, for so
long as TPG (as defined in the SHRRA) has consent rights with respect to the entry by the Company into new registration rights
agreements under Section 4.6 of the SHRRA, the TPG Representative (as defined in the SHRRA), which consent shall not be unreasonably
withheld.


 


(b)No
waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing
and executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver
of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity,
shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude
any other or further exercise thereof or the exercise of any other right, power or remedy.


 


Section 3.4Counterparts.
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.


 






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Section 3.5Notices.
Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other
communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered
by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered
first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery (and such notice
shall be deemed to have been duly given, made or delivered (a) on the date received, if delivered by personal hand delivery, (b)
on the date received, if delivered by facsimile transmission, by electronic mail or by registered first-class mail prior to 5:00
p.m. prevailing local time on a Business Day, or if delivered after 5:00 p.m. prevailing local time on a Business Day or on other
than a Business Day, on the first Business Day thereafter and (c) two (2) Business Days after being sent by air courier guaranteeing
overnight delivery), addressed to the parties hereto at the following addresses (or at such other address for a party hereto as
shall be specified by like notice):


 


if to the Undersigned
Parties, to:


 


First Pacific Advisors, LLC

11601 Wilshire Blvd.

Suite 1200

Los Angeles, California 90025

Attention: Leora R. Weiner; lweiner@fpafunds.com

Fax: [●]


 


 


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


 


Akin Gump Strauss Hauer & Feld LLP

One Bryant Park


Bank of America Tower


New York, New York 10036

Attention: Douglas Rappaport

Facsimile: (212) 872-1002





 


if to WLRS or Newco,
to:


 


WL Ross Sponsor LLC

1166 Avenue of the Americas

New York, New York 10036

Telecopy: (212) 278-9845

Attention: Wilbur L. Ross, Jr.


 


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


 


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue


Suite 1400


Palo Alto, California 94301


Attention: Thomas J. Ivey


Facsimile: (650) 798-6549







    23 


     


    





if to the Company
to:


 


WL Ross Holding Corp.

1166 Avenue of the Americas

New York, New York 10036

Telecopy: (212) 278-9845

Attention: Wilbur L. Ross, Jr.


 


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


 


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue


Suite 1400


Palo Alto, California 94301


Attention: Thomas J. Ivey


Facsimile: (650) 798-6549





 


Section 3.6Governing
Law. THIS AGREEMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE.


 


Section 3.7Jurisdiction.
ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF
THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE) THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.


 


Section 3.8Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS
THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT
OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE
DEALINGS OF ANY PARTY HERETO OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. The Company or any party hereto may file an original counterpart or a copy
of this Section 3.8 with any court as written evidence of the consent of the parties hereto to the waiver of their rights
to trial by jury.


 






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Section 3.9Specific
Performance. It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be
suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event
of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such party
shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive
relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should
be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that
there is an adequate remedy at law.


 


[Signature Pages Follow]


 




    25 


     


    

IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first above written.  


 





	 	 	 
	 	WL ROSS HOLDING CORP.	 
	 	 	 
	 	By:  	/s/  Wilbur L. Ross, Jr 	 	 
	 	Name: Wilbur L. Ross, Jr.	 
	 	Title: Chairman and Chief Executive Officer	 
	 	 	 
	 	 	 
	 	WL ROSS SPONSOR LLC	 
	 	 	 
	 	By:  	/s/  Wilbur L. Ross, Jr.	 	
	 	Name: Wilbur L. Ross, Jr.	 
	 	Title:  Manager	 
	 	 	 	 	 


 





 


[Signature page to Registration Rights
Agreement]




      


     


    

 


 


IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first above written.


 


 





	 	FIRST PACIFIC ADVISORS, LLC,
	 	on behalf of one or more clients
	 	 
	 	 
	 	By:	 /s/ J. Richard Atwood	 
	 	Name: J. Richard Atwood
	 	Title: Managing Partner


 


  


 


 


[Signature page to Registration Rights
Agreement]