exhibitnumber10-investor






DB1/ 124869655.12  INVESTOR RIGHTS AGREEMENT  BY AND AMONG  ADT INC.  AND  THE HOLDERS HERETO  DATED AS OF  December 8, 2021  





 






DB1/ 124869655.12  TABLE OF CONTENTS (Cont.)  Page  i  Section 1. Definitions.............................................................................................................. 1 Section 2. Lock-Up. ................................................................................................................ 8 2.1 Lock-Up Periods. ................................................................................................... 8 2.2 Permitted Dispositions; Permitted Transferees. ..................................................... 9 2.3 Additional Transfer Restrictions. ......................................................................... 11 2.4 Voting Trusts; Standstill. ..................................................................................... 11 Section 3. Additional Parties................................................................................................. 12 3.1 Adoption Agreement; Spousal Consent. .............................................................. 12 Section 4. Securities Restrictions; Legends. ......................................................................... 12 4.1 Securities Restrictions. ......................................................................................... 13 4.2 Legends. ............................................................................................................... 13 Section 5. Registration Rights............................................................................................... 14 5.1 Piggy-Back Registration Rights. .......................................................................... 14 5.2 Shelf Registration Rights. .................................................................................... 15 5.3 Underwriter’s Lock-Up Period. ........................................................................... 16 5.4 Registration Procedures. ...................................................................................... 16 5.5 Company Suspension Rights. .............................................................................. 19 5.6 Expenses. ............................................................................................................. 20 5.7 Indemnification. ................................................................................................... 20 5.8 Compliance with Rule 144................................................................................... 22 Section 6. Right of First Refusal. .......................................................................................... 23 6.1 Grant. ................................................................................................................... 23 6.2 Notice; Exercise. .................................................................................................. 23 6.3 Consideration; Closing......................................................................................... 24 6.4 Effect of Failure to Comply. ................................................................................ 24 Section 7. Drag-Along Rights. .............................................................................................. 24 7.1 General. ................................................................................................................ 24 7.2 Notice. .................................................................................................................. 25 7.3 Terms of a Drag-Along Transaction. ................................................................... 25 7.4 Cooperation. ......................................................................................................... 26 7.5 Costs. .................................................................................................................... 26 7.6 Drag-Along Transaction Not Consummated. ...................................................... 26 Section 8. Confidentiality. .................................................................................................... 26 Section 9. Representations and Warranties. .......................................................................... 26 Section 10. Miscellaneous Provisions..................................................................................... 27 10.1 Governing Law; Jurisdiction, Waiver of Jury Trial. ............................................ 27 10.2 Amendment. ......................................................................................................... 28 10.3 Termination. ......................................................................................................... 28 





 






DB1/ 124869655.12  TABLE OF CONTENTS (Cont.)  Page  ii  10.4 Dispositions of Common Stock. .......................................................................... 28 10.5 Notices. ................................................................................................................ 28 10.6 Specific Performance. .......................................................................................... 29 10.7 Treatment of Certain Dispositions. ...................................................................... 29 10.8 Counterparts. ........................................................................................................ 29 10.9 Severability. ......................................................................................................... 29 10.10 Further Efforts. ..................................................................................................... 30 10.11 Waivers. ............................................................................................................... 30 10.12 Entire Agreement. ................................................................................................ 30 10.13 Third-Party Beneficiaries. .................................................................................... 30 10.14 No Personal Liability. .......................................................................................... 30 10.15 Non-Recourse. ..................................................................................................... 30 10.16 No Partnership Status. .......................................................................................... 31 10.17 Binding Effect. ..................................................................................................... 31 10.18 Interpretation. ....................................................................................................... 31 EXHIBITS  Form of Adoption Agreement Exhibit A  Form of Spousal Consent Exhibit B  Representations and Warranties Exhibit C  





 






DB1/ 124869655.12 1  This INVESTOR RIGHTS AGREEMENT is made as of December 8, 2021 (this  “Agreement”) among ADT Inc., a Delaware corporation (the “Company”), and the holders that  are party hereto (the “Holders” and, together with the Company, the “Parties”). Capitalized terms  used herein but not defined herein are as defined in the Purchase Agreement.  WHEREAS, on the date hereof, The ADT Security Corporation, a Delaware corporation  and wholly owned subsidiary of the Company (“Buyer”), acquired all of the issued and outstanding  membership interests of Compass Solar Group, LLC, a Delaware limited liability company  (“Holdings”), and each of MGG SPV VIII LLC, a Delaware limited liability company (“SPV  VIII”), and MGG SPV VII LLC, a Delaware limited liability company (“SPV VII” and, together  with SPV VIII, the “Blockers”), pursuant to that certain Purchase Agreement, dated as of  November 8, 2021, by and among Buyer, Holdings, the Members party thereto, the Blockers, the  Blocker Members party thereto, the Member Representative named therein, and the Company  solely for the limited purposes set forth therein (the “Purchase Agreement”);  WHEREAS, in connection with the transactions contemplated by the Purchase  Agreement, each Holder received (or is entitled to receive assuming full release of the  Indemnification Escrow Amount and the payments contemplated by Section 1.4(c) of the Purchase  Agreement) the number of shares of common stock, par value $0.01 per share, in the Company  (“Common Stock”) set forth next to such Holder’s name on Annex I hereto (the “Lock-Up  Shares”);  WHEREAS, as an inducement for the Holders to enter into the Purchase Agreement and  to consummate the transactions contemplated thereby and for other good and valuable  consideration received, the Parties hereby agree that this Agreement shall govern the rights of the  Holders to cause the Company to register shares of Common Stock and certain other matters as  set forth in this Agreement; and  WHEREAS, the Company deems it advisable and in the best interests of the Company  and the Holders to enter into this Agreement as set forth herein.  NOW, THEREFORE, the parties hereto hereby agree as follows:  Section 1. Definitions.  As used in this Agreement:  “Adoption Agreement” has the meaning ascribed to such term in Section 3.1.  “Affiliate” means, (i) with respect to any Person that is not a Holder, a Person that directly,  or indirectly through one or more intermediaries, controls, or is controlled by, or is under common  control with, such Person, and (ii) with respect to any Holder, (A) in the case of a Holder that is a  legal entity, a Person that directly, or indirectly through one or more intermediaries, controls, or is  controlled by, or is under common control with, such Holder, (B) in the case of a Holder that is a  natural person, the spouse (not including a former spouse or a spouse who is a Holder) and lineal  descendants (including children by adoption and step children) of such Holder, and in any such  case, any trust formed in connection with the bona fide estate planning activities of such Holder,  (x) the beneficiaries of which may only include the spouse (not including a former spouse or spouse  





 






DB1/ 124869655.12 2  from whom such Holder is legally separated) and lineal descendants (including children by  adoption and step children) of such Holder and (y) with respect to which such Holder is the sole  trustee or custodian and (C) in the case of a Holder that is a trust, the donor or grantor to such trust,  the beneficiaries or trustees of such trust, and any spouse (not including a former spouse or a  spouse who is a Holder or, in the case of a Holder that is a trust, the beneficiary or trustee of a  Holder) and lineal descendants (including children by adoption and step children) of such donor  and beneficiaries. As used in this definition, the term “control,” including the correlative terms  “controlling,” “controlled by” and “under common control with,” means possession, directly or  indirectly, of the power to direct or cause the direction of management or policies (whether through  ownership of securities or any partnership or other ownership interest, by contract or otherwise)  of a Person. Notwithstanding the foregoing, except with respect to the definitions of “Control  Disposition” and “Transferring Party,” Section 3.1, Section 10.15, Section 10.18 and Exhibit C,  (a) the Company, its Subsidiaries and their respective joint ventures shall not be considered  Affiliates of TopCo Parent, AP VIII Prime Security or the Apollo Funds, (b) none of the Apollo  Funds or TopCo Parent shall be considered an Affiliate of (1) any portfolio company in which any  Apollo Fund or any of its investment fund affiliates or TopCo Parent or their respective affiliates  has made a debt or equity investment (and vice versa), (2) any limited partners, non-managing  members of, or other similar direct or indirect investors in any of the Apollo Funds, AP VIII Prime  Security, TopCo Parent, or any of their respective affiliates (and vice versa) or (3) any portfolio  company in which any limited partner, non-managing member of, or other similar direct or indirect  investor in the Apollo Funds, AP VIII Prime Security, TopCo Parent or any of their respective  affiliates have made a debt or equity investment (and vice versa), and none of the Persons described  in clauses (1) through (3) of this definition shall be considered an Affiliate of each other and (c)  without giving effect to the exception set forth in the beginning of this sentence, no Holder shall  be considered an Affiliate of any Person described in clauses (a) and/or (b) of this definition (and  vice versa). Notwithstanding anything to the contrary herein, to the extent that AGS would be  considered an “Affiliate” of the Apollo Funds, TopCo Parent or any of their respective Affiliates,  AGS shall not be considered such an “Affiliate” of the Apollo Funds, TopCo Parent or any of their  respective Affiliates when AGS acts as a broker-dealer, underwriter, placement agent, initial  purchaser, arranger or lender or in any similar role in the ordinary course of its business.  “Agreement” has the meaning ascribed to such term in the preamble.  “AGS” means Apollo Global Securities, LLC, a Delaware limited liability company.  “AP VIII Prime Security” means (i) AP VIII Prime Security Services Holdings, L.P., a  Delaware limited partnership and/or (ii) any Person organized or formed by any member of the  Apollo Funds, AP VIII Prime Security Services Holdings, L.P. or one or more of their respective  Affiliates for the purpose of holding securities or debt of TopCo Parent or any of its Subsidiaries.  “Apollo Funds” mean, collectively, the investment funds managed, sponsored or advised  by Apollo Management VIII, L.P. or any of its Affiliates, including Apollo Investment Fund VIII,  L.P., Apollo Overseas Partners VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P. and  Apollo Overseas Partners (Delaware 892) VIII, L.P.  “Approved Lender” means (i) Bank of America, Bank of Montreal, Barclays Bank PLC,  BNP Paribas, Canadian Imperial Bank of Commerce, Citibank, N.A., Credit Suisse AG, Deutsche  





 






DB1/ 124869655.12 3  Bank AG, Goldman Sachs Bank USA, HSBC Bank plc, JPMorgan Chase Bank, N.A., Jefferies  Financial Group Inc., Morgan Stanley Bank, N.A., Mizuho Bank, Ltd., Mitsubishi UFJ Financial  Group, Inc., Royal Bank of Canada, UBS AG, Bank of Springfield and Société Généralé (or, in  the case of any of the foregoing, any successor thereto), (ii) any other internationally recognized  financial institution organized under the laws of the United States, the United Kingdom or Canada  and having total assets or deposits in excess of $50 billion that the Company does not, in good  faith, deem unacceptable based on bona fide business considerations (provided that the Company  will be notified prior to such institution becoming an Approved Lender and given at least five (5)  Business Days to object thereto has not objected to it), (iii) any Affiliate organized under the laws  of the United States, the United Kingdom or Canada of the foregoing over which such Approved  Lender pursuant to clause (i) retains voting control, and (iv) or any other financial institution  approved by the Company in writing.  “Board” means the Board of Directors of the Company and any duly authorized committee  thereof.  “Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day  on which commercial banks in New York, New York are authorized or required by applicable law  to close.  “Bylaws” means the Amended and Restated Bylaws of the Company (as the same may be  amended and/or restated from time to time).  “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of  Incorporation (as the same may be amended and/or restated from time to time, including by virtue  of any certificate of designation).  “Common Stock” has the meaning ascribed to such term in the recitals.  “Company” has the meaning ascribed to such term in the preamble.  “Control Disposition” means a Disposition (other than a Permitted Disposition) which  would have the effect of transferring to a Person or Group that is not an Affiliate of TopCo Parent  (a) a number of shares of Common Stock such that, following the consummation of such  Disposition, such Person or Group possesses fifty percent (50%) or more of the outstanding voting  stock or equity securities of the Company or the voting power to elect a majority of the Board  (whether by merger, consolidation or sale or transfer or otherwise) or (b) all or substantially all of  the assets of the Company and its Subsidiaries (on a consolidated basis).  “Defenders Agreement” means that certain Investor Rights Agreement, dated January 6,  2020, by and among the Company and the holders thereto, as may be amended, supplemented,  restated or otherwise modified from time to time.  “Disposition” means any transaction or series of related transactions resulting in a direct  or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any  other disposition, whether by merger, consolidation or otherwise, of Common Stock (or any  interest therein or right thereto) or of all or part of the voting power (other than the granting of a  revocable proxy) associated with the Common Stock whatsoever, or any other transfer of legal,  





 






DB1/ 124869655.12 4  economic or beneficial ownership of Common Stock or any interest therein, whether voluntary or  involuntary, including (a) as a part of any liquidation of a Holder’s assets, (b) as a part of any  bankruptcy proceeding of a Holder pursuant to the United States or other bankruptcy law or other  similar debtor relief laws or (c) pursuant to any sale of any option or contract to purchase, purchase  of any option or contract to sell, grant of any option, right or warrant to purchase, or entry into any  swap or other agreement that transfers, in whole or in part, any of the economic consequences of  ownership of the Common Stock, whether any such transaction is be settled by delivery of  Common Stock or in cash or otherwise. The terms “Dispose”, “Disposing” or “Disposal” shall  have correlative meanings.  “Drag-Along Holder” has the meaning ascribed to such term in Section 7.1.   “Drag-Along Notice” has the meaning ascribed to such term in Section 7.2.   “Drag-Along Transaction” has the meaning ascribed to such term in Section 7.1.  “Escrow Agreement” has the meaning ascribed to such term in Section 2.2(d).  “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules  and regulations promulgated thereunder.  “Exercise Notice” has the meaning ascribed to such term in Section 6.2.  “Exercise Period” has the meaning ascribed to such term in Section 6.2.  “Existing Registration Statement” means any Registration Statement filed by the Company  or on prior to the date of this Agreement.  “Google Agreement” means that certain Investor Rights Agreement, dated September 17,  2020, by and among the Company and Google LLC, as may be amended, supplemented, restated  or otherwise modified from time to time.  “Group” has the meaning ascribed thereto in Section 13(d)(3) of the Exchange Act.  “Holder” has the meaning ascribed to such term in the preamble.  “Initial Lock-Up Period” has the meaning ascribed to such term in Section 2.1(a).  “Initial MJ Lock-Up Period” has the meaning ascribed to such term in Section 2.1(b).  “Initial MJ Release” has the meaning ascribed to such term in Section 2.1(b).  “Inspectors” has the meaning ascribed to such term in Section 5.4(p).  “Lock-Up Period” means any period during which the applicable Lock-Up Shares remain  subject to the restrictions on Disposition set forth in Section 2.   “Lock-Up Shares” has the meaning ascribed to such term in the recitals.  





 






DB1/ 124869655.12 5  “Major Holder” means (i) any Holder that, individually or together with such Holder’s  Affiliates and Permitted Transferees, is entitled to receive under the Purchase Agreement  (assuming full release of the Indemnification Escrow Amount), as of the Closing, at least  5,000,000 Lock-Up Shares (as adjusted for any stock split, stock dividend, combination, or other  recapitalization or reclassification effected after the date hereof) and (ii) any MJ Holder.  “Marketable Security” means any security that (i) is of a class that is publicly traded on a  U.S. national securities exchange and (ii) as of the relevant date of determination is not subject to  any material legal or other restrictions (including volume and timing) on the sale of disposition  thereof.  “MIRA” means the Amended and Restated Management Investor Rights Agreement  among the Company, Prime Security Services Topco Parent, L.P. and other parties thereto, dated  January 23, 2018.  “MJ Holder” means (i) Marc Jones and (ii) any Holder that is an Affiliate of Marc Jones  or is otherwise owned or controlled by any Affiliate of Marc Jones.   “MJ Release Month” has the meaning ascribed to such term in Section 2.1(a).  “MJ Shelf Registration Notice” has the meaning ascribed to such term in Section 5.2.  “MJ Shelf Registration Right” has the meaning ascribed to such term in Section 5.2.  “Permitted Disposition” has the meaning ascribed to such term in Section 2.2.  “Permitted Transferee” has the meaning ascribed to such term in Section 2.2(b).  “Person” means any legal person, including any individual, corporation, investment fund,  partnership, limited partnership, limited liability company, joint venture, joint stock company,  association, trust, unincorporated entity or any domestic or foreign government or political  subdivision thereof, whether on a federal, state or local level and whether executive, legislative or  judicial in nature, including any agency, authority, board, bureau, commission, court, department  or other instrumentality thereof.  “Piggy-Back Notice” has the meaning ascribed to such term in Section 5.1(a).  “Piggy-Back Registration Right” has the meaning ascribed to such term in Section 5.1(a).  “Planned MJ Dispositions” has the meaning ascribed to such term in Section 6.1.  “Pro Rata Portion” means, with respect to a Holder (other than an MJ Holder), for purposes  of determining the number of Lock-Up Shares that will be released from restrictions on Disposition  in any Release Month pursuant to Section 2.1, a percentage representing a fraction, the numerator  of which is the total number of Lock-Up Shares held by such Holder as of such Release Month,  and the denominator of which is the aggregate number of Lock-Up Shares held by all of the  Holders (other than the MJ Holders) as of such Release Month (in each case assuming full release  of the Indemnification Escrow Amount).  





 






DB1/ 124869655.12 6  “Proposed Disposition Notice” has the meaning ascribed to such term in Section 6.2.  “Proposed MJ Disposition” means any proposed Disposition (other than a Permitted  Disposition) of any Lock-Up Shares by any MJ Holder to a non-Affiliated third party on or prior  to the third (3rd) anniversary of the date of this Agreement.   “Records” has the meaning ascribed to such term in Section 5.4(p).   “Registrable Securities” shall mean (i) any shares of Common Stock owned by a Holder,  (ii) any shares of Common Stock issued or issuable (directly or indirectly) upon conversion and/or  exercise of any other securities of the Company, acquired by a Holder after the date hereof and  (iii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any  warrant, right, or other security that is issued as) a dividend or other distribution with respect to,  or in exchange for, or in replacement of, the shares referenced in clauses (i) and (ii); provided,  however, that any Registrable Securities shall cease to be Registrable Securities when (A) a  Registration Statement with respect to the sale of such Registrable Securities has been declared  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, (B) such  Registrable Securities are distributed, or eligible to be sold, pursuant to Rule 144 without regard  to volume and holding period limitations or public information requirements under the Securities  Act or (C) such Registrable Securities shall have been otherwise transferred and new certificates  for them not bearing a legend restricting further transfer under the Securities Act shall have been  delivered by the Company and subsequent disposition of such securities does not require  registration or qualification of such securities under the Securities Act or any state securities or  blue sky law then in force.  “Registration Rights Agreement” means that certain Registration Rights Agreement, dated  as of January 23, 2018, between Prime Security Services TopCo Parent, L.P. and the Company, as  amended.  “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  (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto,  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 material incorporated by reference in such registration statement.  “Related Parties” has the meaning ascribed to such term in Section 10.15.  “Related Party” has the meaning ascribed to such term in Section 10.15.  “Release Month” has the meaning ascribed to such term in Section 2.1(a).  “Right of First Refusal” has the meaning ascribed to it in Section 6.1.  “ROFR Price” means (a) with respect to any cash consideration to be paid for Transfer  Shares in a Proposed MJ Disposition to a non-Affiliated third party in sales not conducted on the  open market, the price per Transfer Share at which such non-Affiliated third party has agreed to  





 






DB1/ 124869655.12 7  purchase such Transfer Shares, as set forth in the Proposed Disposition Notice, and (b) with respect  to any other form of consideration to be paid for Transfer Shares, and for sales made for cash on  the open market pursuant to Rule 144 or a Shelf Registration Statement, in a Proposed MJ  Disposition to a non-Affiliated third party, the volume weighted average price of shares of  Common Stock sold on the New York Stock Exchange for the thirty (30) day period ending on the  date the MJ Holder delivers the Proposed Disposition Notice. “Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.  “Rule 415” means Rule 415 (or any successor provisions) under the Securities Act.  “SEC” means the United States Securities and Exchange Commission and any successor  agency performing comparable functions.  “Securities” shall mean, with respect to any Person, all equity interests of such Person, all  securities convertible into, exercisable or exchangeable for equity interests of such Person, and all  options, warrants, and other rights to purchase or otherwise acquire from such Person equity  interests, including any equity appreciation or similar rights, contractual or otherwise.  “Securities Act” means the Securities Act of 1933, as amended, and the rules and  regulations promulgated thereunder.  “Securities Indemnified Party” has the meaning ascribed to such term in Section 5.7(c).  “Securities Indemnifying Party” has the meaning ascribed to such term in Section 5.7(c).  “Shelf Registration Statement” means a Registration Statement of the Company filed with  the SEC on Form S-3 (or any successor form or other appropriate form under the Securities Act)  or a prospectus supplement to an existing Form S-3 (or any successor form or other appropriate  form under the Securities Act), 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 all of  the Registrable Securities, as applicable, and which may also cover any other securities of the  Company.  “Subsidiary” means each Person in which another Person owns or controls, directly or  indirectly, capital stock or other equity or ownership interests representing more than fifty percent  (50%) in voting power of the outstanding capital stock or other equity or ownership interests.  “TopCo Parent” means Prime Security Services TopCo Parent, L.P., a Delaware limited  partnership.  “Transfer Period” has the meaning scribed to such term in Section 6.2.  “Transfer Shares” has the meaning ascribed to such term in Section 6.1.  “Transferring Party” has the meaning ascribed to such term in Section 7.1.  





 






DB1/ 124869655.12 8  “Underwritten Offering” means a sale of Common Stock to an underwriter for reoffering  to the public.  Section 2. Lock-Up.  2.1 Lock-Up Periods.  (a) The Holders.  Other than Lock-Up Shares held directly or indirectly by the  MJ Holders or their Permitted Transferees (including holding as a custodian) or with respect to  which any MJ Holder has beneficial ownership within the rules and regulations of the SEC, the  terms of which shall be governed by Section 2.1(b), each of the Holders agrees that, (i) during the  period beginning from the date of this Agreement and continuing to and including the date that is  six (6) months after the date of this Agreement (the “Initial Lock-Up Period”), no such Holder will  Dispose of any Lock-Up Shares owned directly or indirectly by such Holder (including holding as  a custodian) or with respect to which such Holder has beneficial ownership within the rules and  regulations of the SEC, and (ii) beginning on the date immediately following the Initial Lock-Up  Period, and on each subsequent one (1) month anniversary of such date (each, a “Release Month”),  excluding any MJ Release Month, restrictions on Disposition of Lock-Up Shares (and the Lock- Up Period shall expire with respect to) for each Holder shall cease with respect to an additional  number of Lock-Up Shares equal to the lesser of (x) such Holder’s Pro Rata Portion of an aggregate  of 4,100,000 Lock-Up Shares and (y) one-twelfth (1/12th) of the aggregate number Lock-Up Shares  owned, directly or indirectly, by such Holder (including holding as a custodian) or with respect to  which such Holder has beneficial ownership within the rules and regulations of the SEC, as of the  Closing (assuming full release of the Indemnification Escrow Amount and the payments  contemplated by Section 1.4(c) of the Purchase Agreement as of the Closing), in each case subject  to applicable securities laws, or, in each case, the total number of Lock-Up Shares that remain  subject to the Lock-Up Period at such time (if lower); provided, that Lock-Up Shares that are not  deposited in escrow at the time of any such expiration of the Lock-Up period shall be released first  in any such Release Month until the restrictions on all such non-escrowed Lock-Up Shares have  been released;  provided, further, that the termination of the restrictions on Disposition on each  Release Month set forth in this Section 2.1(a)(ii) shall not occur on any MJ Release Month. As  used in this Section 2.1, “MJ Release Month” means any month during which any MJ Holder  becomes entitled to Dispose of any Lock-Up Shares pursuant to Section 2.1(b) on or prior to the  eighteen (18) month anniversary of the date of this Agreement, including the month during which  the Initial MJ Release occurs.  For illustrative purposes only, by the last day of the month starting  on the thirteenth (13) month anniversary of the date of this Agreement, up to the lesser of (x) such  Holder’s Pro Rata Portion of 24,600,000 Lock-Up Shares and (y) six-twelfths (6/12th) of the  aggregate number of Lock-Up Shares owned by each Holder may have been Disposed of by such  Holder.    (b) The MJ Holders. Each of the MJ Holders agrees that, (i) during the period  beginning from the date of this Agreement and continuing to and including the date that is twelve  (12) months after the date of this Agreement (the “Initial MJ Lock-Up Period”), no such MJ Holder  will Dispose of any Lock-Up Shares owned directly or indirectly by such MJ Holder (including  holding as a custodian) or with respect to which such MJ Holder has beneficial ownership within  the rules and regulations of the SEC, (ii) on the date immediately following the Initial MJ Lock- Up Period (the “Initial MJ Release”), the MJ Holders shall become entitled to Dispose of (and the  





 






DB1/ 124869655.12 9  Lock-Up Period shall expire with respect to) an aggregate of 3,200,000 of the Lock-Up Shares that  are not deposited in escrow pursuant to the terms of the Escrow Agreement owned directly or  indirectly by the MJ Holders and their Permitted Transferees (including holding as a custodian) or  with respect to which the MJ Holders have beneficial ownership within the rules and regulations  of the SEC, and (iii) beginning on the third (3rd) anniversary of the date of this Agreement, and on  each subsequent one (1) month anniversary of such date, each MJ Holder shall become entitled to  Dispose of (and the Lock-Up Period shall expire with respect to) an additional one-twelfth (1/12th)  of the aggregate number of remaining Lock-Up Shares owned directly or indirectly by such MJ  Holder (including holding as a custodian) or with respect to which such MJ Holder has beneficial  ownership within the rules and regulations of the SEC, as of the Closing (assuming full release of  the Indemnification Escrow Amount and the payments contemplated by Section 1.4(c) of the  Purchase Agreement as of the Closing), in each case subject to applicable securities laws, or, in  each case, the total number of Lock-Up Shares that remain subject to the Lock-Up Period at such  time (if lower). For illustrative purposes only, by the last day of the month starting on the fortieth  (40th) month anniversary of the date of this Agreement, 3,200,000 Lock-Up Shares plus up to five- twelfths (5/12th) of the aggregate number of remaining Lock-Up Shares owned by the MJ Holders  shall have been released from any restriction on Disposition hereunder.    (c) The Major Holders, shall, within five (5) business days following the  Closing deliver to the Company a detailed schedule of Lock-Up Shares by Holder and the number  of shares of each Holder by month that will be released pursuant to this Agreement based upon  allocation of Lock-Up Shares to such Holders in Schedule 3 of the Purchase Agreement (the  “Lock-Up Release Schedule”).  The Company shall have ten (10) Business Days to send any  proposed edits to the schedule to the Major Holders and the Parties shall have an additional ten  (10) Business Days to resolve any questions with respect to the Lock-Up Release Schedule.  The  Company shall then promptly deliver the final Lock-Up Release Schedule to the transfer agent  pursuant to this Section 2.1(c).   (d) Further Provisions. Except as expressly set forth in Section 2.2 or to the  extent any such arrangement does not contemplate a Disposition of Lock-Up Shares prior the  expiration of the applicable Lock-Up Period, the foregoing restrictions are expressly agreed to  preclude each of the Holders from engaging in any securities lending arrangement with respect to  the Lock-Up Shares during any Lock-Up Period. For the avoidance of doubt, the restrictions  contained in this paragraph shall not apply to any shares of Common Stock acquired prior to or  after the date hereof, other than the shares listed on Annex I hereto (which includes shares of  Common Stock to be released to any Holder from escrow pursuant to the Escrow Agreement and  pursuant to Section 1.4(c) of the Purchase Agreement.  2.2 Permitted Dispositions; Permitted Transferees.  Notwithstanding the restrictions in the foregoing Section 2.1 and subject to Section  3.1, the following Dispositions of Lock-Up Shares by a Holder shall be permitted at any time  during the applicable Lock-Up Period (each a “Permitted Disposition”):  (a) pursuant to a Drag-Along Transaction in accordance with Section 7;  





 






DB1/ 124869655.12 10  (b) in connection with a Disposition: (i) to any direct or indirect partners,  members or equity holders of a Holder (other than any Affiliate of a Holder); (ii) to any Affiliate  of a Holder or any related investment funds or vehicles controlled or managed by a Holder or his,  her or its Affiliates; (iii) in the case of a Holder that is an individual, by virtue of laws of descent  and distribution upon death of such Holder; (iv) in the case of a Holder that is an individual, to any  trust, partnership, limited liability company or other entity for the direct or indirect benefit of such  Holder or the immediate family member of such Holder in connection with the bona fide estate  planning activities of such Holder; (v) in the case of an individual, to any immediate family  member; (vi) by operation of law or pursuant to an order or decree of a governmental authority; or  (vii) in the case of a Holder that is a trust, the trustor or beneficiary of such trust or to the estate of  a beneficiary of such trust (each transferee described by the foregoing clauses (i) through (vii), a  “Permitted Transferee”); provided, that in all cases, as a condition to such transfer, each Permitted  Transferee agrees to become a party to this Agreement by delivering a duly executed Adoption  Agreement in accordance with Section 3;  (c) in connection with a pledge and/or grant of a security interest by a Major  Holder (or any of its direct or indirect partners, members or equity holders)  in any Lock-Up Shares  to a financial institution as collateral or security in connection with a bona fide loan or extension  of credit only if, in each case, (i) the loan or extension of credits is from an Approved Lender; (ii)  the sole use of proceeds of such loan or extension of credit is limited to the payment of state and  federal income tax obligations of such Major Holder (or any of its direct or indirect partners,  members or equity holders) arising from the transactions contemplated by the Purchase Agreement  and the estimated fees and expenses incurred in connection with such loan or extension of credit  (it being agreed that, pending the payment of such tax obligations, such Major Holder shall be  permitted to hold the proceeds of such loan or extension of credit in cash or cash equivalent  investments (including certificates of deposit and money market funds); (iii) the applicable  Approved Lender to which such Lock-Up Shares are pledged has agreed in writing that any  transfer of Lock-Up Shares upon a foreclosure on such Lock-Up Shares will only be to such  Approved Lender or a third party transferee; and (iv) with respect to any Lock-Up Shares that such  Approved Lender receives or directs the disposition of upon foreclosure thereof, such Approved  Lender, or the third party transferee to which such Lock-Up Shares are sold, has agreed in writing  that (x) if the Approved Lender is the transferee in such foreclosure, the Approved Lender shall be  bound by, or (y) if the transferee is any other Person (other than the Company or any of its  Affiliates (other than any Major Holder)), the Approved Lender will require, as a condition to any  transfer of such Lock-Up Shares by such Approved Lender, that the transferee shall be bound by,  the provisions of Section 2 and Section 7 of this Agreement applicable to the Major Holder (or any  of its direct or indirect partners, members or equity holders) who transferred such Lock-Up Shares  upon foreclosure (except that if such transferee does not become a holder of at least 5,000,000  Lock-Up Shares (as adjusted for any stock split, stock dividend, combination, or other  recapitalization or reclassification effected after the date hereof)  as a result of such transfer, then  it shall not be required to agree to be bound by the provisions of Section 7 hereof); provided, that  the Company shall use commercially reasonable efforts to facilitate, and cause its transfer agent to  facilitate, the book-entry transfers and any other administrative and documentary requirements as  may be reasonably requested by the relevant Major Holder to give effect to such Permitted  Disposition and the perfection and enforcement of the Approved Lender’s rights under such  associated pledge and/or grant of security interest; or  





 






DB1/ 124869655.12 11  (d) to the Company or any of its Subsidiaries, including, but not limited to,  pursuant to the exercise of the Right of First Refusal in accordance with Section 6.  For the avoidance of doubt, the Parties agree that (x) any Disposition made by  American Stock Transfer & Trust Company, LLC to a Holder pursuant to the terms of that certain  Escrow Agreement entered into on the date hereof by and among the Company, The ADT Security  Corporation, a Delaware corporation, the Member Representative, and American Stock Transfer  & Trust Company, LLC, as escrow agent, (the “Escrow Agreement”) shall be permitted at any  time, and the shares of Common Stock released from escrow to any Holder pursuant thereto will  be subject to the terms and conditions of this Agreement as Lock-Up Shares, and (y) no restrictions  on Disposition shall apply to any Lock-Up Shares under this Agreement except during the  applicable Lock-Up Period and then only to the extent that such Lock-Up Shares have not  previously been released from restrictions on Disposition hereunder.   2.3 Additional Transfer Restrictions.  Other than (1) pursuant to a Permitted Disposition, (2) the exercise of Piggy-Back  Registration Rights or (3) pursuant to off-market block trades no more than once per week on days  on which no other Lock-Up Shares are sold by any MJ Holder so long as the Lock-Up Shares  Disposed of in such block trade are the only Lock-Up Shares Transferred by the MJ Holder and  its Affiliates on such trading day, from the date of this Agreement until the later of (i) the fourth  (4th) anniversary of the date of this Agreement and (ii) the date on which Affiliates of or entities  managed by Apollo Global Management and its direct or indirect subsidiaries hold less than one- third (1/3rd) of the total number of outstanding shares of Common Stock (including securities  convertible into Common Stock), without the prior written consent of the Company, the MJ  Holders, individually or in the aggregate, shall not be permitted to Dispose of, on any day, an  aggregate number of Lock-Up Shares that any MJ Holder received as a result of the transactions  contemplated by the Purchase Agreement in excess of ten percent (10%) of the average daily  trading volume of the Common Stock on the New York Stock Exchange for the four (4) week  period preceding the date of such Disposition.  2.4 Voting Trusts; Standstill.    Other than agreements, arrangements or obligations solely with another Holder or  as expressly permitted under Agreement, from the date hereof until the third anniversary of the  date hereof, no Major Holder shall: (a) grant any proxy (other than to a designated Representative  of the Company pursuant to a proxy or consent solicitation on behalf of the Board) or enter into or  agree to be bound by any voting trust, voting agreement or similar obligation with respect to the  Common Stock or enter into any agreements or arrangements of any kind with any Peron with  respect to the voting of any Common Stock; (b) act, for any reason, as a member of a Group or in  concert with any other Persons in connection with acquisition, Disposition or voting (if applicable)  of any Common Stock in any manner; (c) make or in any way encourage or participate in any  “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such  terms are defined under the Exchange Act, to vote, or knowingly seek to advise or influence any  Person with respect to voting of, any Common Stock, or call or seek to call a meeting of the  Company’s stockholders or initiate any stockholder proposal for action by the Company’s  stockholders, or seek election to or to place a representative on the Board or seek the removal of  





 






DB1/ 124869655.12 12  any director from the Board; (d) demand a copy of the Company’s record of security holders or  stock ledger list; (e) institute, solicit, assist or join in any litigation, arbitration or other proceeding  against or involving the Company or any of its current or former directors or officers (including  derivative actions) in order to effect or take any of the actions expressly prohibited by this Section  2.4; provided that for the avoidance of doubt the foregoing shall not prevent any Major Holder  from bringing litigation to enforce the provisions of this Agreement; (f) otherwise act, alone or in  concert with others, to seek to control or influence, in any manner, the management, the Board or  policies of the Company or any of its Subsidiaries; (g) make any proposal or statement of inquiry  or disclose any intention, plan or arrangement inconsistent with the foregoing or take any action  which would reasonably be expected to require the Company to make a public announcement  regarding any of the types of matters set forth in this Section 2.4;  (g) advise, assist (including by  providing financing), direct or knowingly encourage, directly or indirectly, any other Person in  connection with any of the foregoing; (i) contest the validity of this Section 2.4 or make, initiate,  take or participate in any legal action or proceeding or proposal to amend, waive, terminate or seek  a release of the restrictions contained herein (whether by legal action otherwise); or (j) request the  Company, directly or indirectly, to amend or waive any provision of this Section 2.4.  Notwithstanding anything to the contrary set forth in this Agreement in any Adoption Agreement  hereto, the provisions of this Section 2.4 shall cease to apply to a Permitted Transferee of a Major  Holder as described in Section 2.2(b)(i), and to any transferee (other than any Permitted  Transferee) of Common Stock pursuant to a sale by such Major Holder for consideration, as may  be permitted hereunder.  Section 3. Additional Parties.  3.1 Adoption Agreement; Spousal Consent.  Unless otherwise waived by the Board in its sole discretion, as a condition to the  Company’s obligation to effect a transfer to (i) a Permitted Transferee or other transferee in  accordance with Section 2.2(c) during any applicable Lock-Up Period or (ii) a Permitted  Transferee (other than pursuant to Section 2.2(b)(i)) following the expiration of the applicable  Lock-Up Period, on the books and records of the Company, any such transferee of Lock-Up Shares  (other than the Company or its Affiliates) shall be required to (a) become a party to this Agreement  by executing an Adoption Agreement in substantially the form of Exhibit A (or in such other form  that is reasonably satisfactory to the Board) (an “Adoption Agreement”), pursuant to which,  subject to Section 2.2(c), if applicable, such transferee shall agree, except as otherwise set forth  herein, to be subject to and bound by all of the provisions set forth in this Agreement that were  applicable to the transferring Holder, (b) if such transferee is a natural person, cause his or her  spouse (and any subsequent spouse), to execute and deliver a Spousal Consent or, if unmarried, to  personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit  B attached hereto or in a form otherwise reasonably satisfactory to the Board, and (c) execute such  further documents as the Board determines may be reasonably necessary to give effect to this  Agreement; provided, that, the rights and obligations of any Major Holder or MJ Holder set forth  in Section 5 may not be transferred or assigned to any transferee of Lock-Up Shares (including  any Permitted Transferee), and no such transferee will have any rights thereunder, without the  prior written consent of the Company.  Section 4. Securities Restrictions; Legends.  





 






DB1/ 124869655.12 13  4.1 Securities Restrictions. Each Holder acknowledges that its Lock-Up Shares have  not been registered under the Securities Act and as such its Lock-Up Shares may not be transferred  except pursuant to an effective Registration Statement under the Securities Act or pursuant to an  exemption from registration under the Securities Act. Each Holder agrees that it will not make any  Disposition at any time if such action would or would be likely to constitute a violation of any  securities laws of any applicable jurisdiction.  4.2 Legends.  (a) Each certificate representing Lock-Up Shares, or other instrument  (including a statement issued by the registrar in connection with a book-entry system) representing  Lock-Up Shares, shall (unless otherwise permitted by the provisions of Section 4.2(d) below) be  stamped or otherwise imprinted with a legend in substantially the following form:  “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS  AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID  ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”  (b) Each certificate or other instrument evidencing the securities issued upon  the transfer of any Lock-Up Shares shall bear the legend set forth above unless (i) in such opinion  of counsel to the Company registration of any future transfer is not required by the applicable  provisions of the Securities Act or (ii) the Company shall have waived the requirement of such  legends.  (c) When  any Lock-Up Shares (i) are registered and able to be Disposed on an  effective Registration Statement under the Securities Act or (ii) such shares are able to be  transferred pursuant to Rule 144, the Holder of such shares shall be entitled to receive from the  Company, without expense to the Holder, a new certificate or other instrument (including a  statement issued by the registrar in connection with a book-entry system) representing shares of  Common Stock not bearing the restrictive legend set forth above.  In connection therewith, the  Company will reasonably promptly, after the effective time of any Registration Statement relating  to any Lock-Up Shares or following the expiration of any holding period under Rule 144, cause  an opinion of its legal counsel as to the effectiveness of such Registration Statement or availability  of Rule 144 for the sale of such Lock-Up Shares to be delivered to and maintained with its transfer  agent, together with any other authorizations, certificates and directions required by the transfer  agent, which authorize and direct the transfer agent to issue such Lock-Up Shares without any such  legend upon receipt of any reasonably requested certificates and/or letters of representation from  such Holder, and to take such other actions as are necessary or reasonably required to transfer  unrestricted Lock-Up Shares of such Holder to one or more accounts designated by such Holder;  provided, further, that the Company will take such actions whether or not such transfer is being  made in connection with a sale of such Lock-Up Shares (a) on the later of 6 months after the date  hereof or the applicable expiration of the Lock-Up Period with respect to shares held by Major  





 






DB1/ 124869655.12 14  Holders (other than any MJ Holder) and (b) on the later of 12 months after the date hereof or the  applicable expiration of the Lock-Up Period with respect to shares held by any other Holder.  (d) Each certificate representing Lock-Up Shares, or other instrument  (including a statement issued by the registrar in connection with a book-entry system) representing  Lock-Up Shares, shall during the applicable Lock-Up Period be stamped or otherwise imprinted  with a legend in substantially the following form:  “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO  SUBJECT TO AN INVESTOR RIGHTS AGREEMENT, DATED AS OF  DECEMBER 8, 2021, AMONG THE ISSUER OF SUCH SECURITIES (THE  “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN, AS THE  SAME MAY BE AMENDED, RESTATED, MODIFIED OR  SUPPLEMENTED FROM TIME TO TIME. THE TERMS OF SUCH  INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER  THINGS, RESTRICTIONS ON TRANSFER AND OWNERSHIP OF THE  SECURITIES REPRESENTED HEREBY. A COPY OF SUCH  AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE  COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”  (e) The Company shall within twenty-five (25) Business Days following  Closing and upon receipt of any documents reasonably requested from the Holders, send an  instruction letter to the transfer agent requesting that with respect to any Lock-Up Shares set forth  in the final Lock-Up Schedule in a given Release Month, the transfer agent shall automatically  provide all such Holders with  a new certificate or other instrument (including a statement issued  by the registrar in connection with a book-entry system) representing the applicable released shares  of Common Stock not bearing the restrictive legend set forth above in Section 4.2(d), without any  expense to the Holder.  Section 5. Registration Rights.  5.1 Piggy-Back Registration Rights.  (a) Participation. Following the expiration of the Initial Lock-up Period or  Initial MJ Lock-Up Period (as applicable), in the event that the Company proposes to offer any  shares of Common Stock under the Securities Act in an Underwritten Offering (other than pursuant  to a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto), promulgated  under the Securities Act, for its own account or the account of any of its stockholders, including  Underwritten Offering off a Shelf Registration Statement (including block trades and overnight  transactions) or any Existing Registration Statement (if and to the extent permissible under  applicable securities laws), the Company shall give each Major Holder prior written notice (the  “Piggy-Back Notice”) of its intention to effect such an Underwritten Offering at least ten (10)  Business Days before the anticipated filing date, or at least two (2) Business Days in the case of a  block trade or an overnight transaction. The Piggy-Back Notice shall set forth (i) the anticipated  filing date of such Underwritten Offering and (ii) the number of shares of Common Stock that the  Company intends to include in such Underwritten Offering or, to the extent known, other  stockholders’ number of shares of Common Stock requested to be included in the Underwritten  





 






DB1/ 124869655.12 15  Offering. Subject to Section 5.1(b), any Major Holder shall have the right (the “Piggy-Back  Registration Right”) to request that the Company use its reasonable best efforts to cause all the  Registrable Securities that such Major Holder specifies in a written request and delivers to the  Company within five (5) Business Days after the giving of such Piggy-Back Notice to be registered  on a Registration Statement included in such Underwritten Offering on the same terms and  conditions as the other securities otherwise being sold in such Underwritten Offering.  (b) Underwriter’s Cutback. The Major Holders who request to participate in  such Underwritten Offering shall (together with the Company) enter into an underwriting  agreement in customary form with the managing underwriter or underwriters selected for the  Underwritten Offering by the Company. Notwithstanding any other provision of this Section 5.1,  if the managing underwriter or underwriters determine that the inclusion of some or all of the  Registrable Securities proposed to be included in the registration and the Underwritten Offering  would adversely affect the successful marketing (including pricing) of the offering, then the  Company shall register and include in such Underwritten Offering only such number of  Registrable Securities as such underwriters have advised the Company can be sold in such offering  without such adverse effect, to be allocated in the following manner: (i) first, one hundred percent  (100%) of the Registrable Securities that the Company proposes to sell; (ii) second, the number of  Registrable Securities requested to be included in such offering by any stockholder pursuant to the  Registration Rights Agreement or the MIRA; (iii) third, the number of Registrable Securities  requested to be included in such offering by any stockholder pursuant to the Defenders Agreement;  (iv) fourth, the number of Registrable Securities requested to be included in such offering by any  stockholder pursuant to the Google Agreement; (v) fifth, the number of Registrable Securities  requested to be included in such offering by the Major Holders that have requested to participate  in the registration, pro rata between such Major Holders based upon the number of Registrable  Securities which such Major Holders requested to be included in such offering; and (vi) only if all  of the Registrable Securities referred to in clauses (i) through (v) have been included in such  registration, any other securities eligible for inclusion in such registration.  5.2 Shelf Registration Rights.    (a) Following such date as the Company proposes to register any shares of  Common Stock under the Securities Act on a Shelf Registration Statement, including any  amendment to an Existing Registration Statement (if and to the extent permissible under applicable  securities laws), the Company shall give each MJ Holder prior written notice (the “MJ Shelf  Registration Notice”) of its intention to effect such a registration or amendment at least ten (10)  Business Days before the anticipated filing date, or at least two (2) Business Days in the case of a  block trade or an overnight transaction. The MJ Shelf Registration Notice shall set forth the  anticipated filing date of such Registration Statement or amendment to any Existing Registration  Statement. Any MJ Holder shall have the right (the “MJ Shelf Registration Right”) to request that  the Company use its reasonable best efforts to cause all the Registrable Securities that such MJ  Holder specifies in a written request that is delivered to the Company within five (5) Business  Days after the giving of such MJ Shelf Registration Notice to be included in such registration or  amendment on the same terms and conditions as the Registrable Securities otherwise being sold  in such registration or amendment. If any such Shelf Registration Statement is an Underwritten  Offering, the MJ Holder shall be subject to the Underwriter’s Cutback provisions of Section 5.1(b).  





 






DB1/ 124869655.12 16  (b) Subject to the provisions of Section 5.5, the Company shall use its  reasonable best efforts to keep the Shelf Registration Statement filed pursuant to Section 5.2(a)  continuously effective under the Securities Act in order to permit the prospectus forming a part  thereof to be usable by each MJ Holder until the earlier of (a) the day any MJ Holder no longer  holds any Registrable Securities and (b) the three (3) year anniversary of the expiration of the last  date of the Lock-Up Period.  5.3 Underwriter’s Lock-Up Period.   In connection with any Underwritten Offering of Registrable Securities under the  Securities Act pursuant to Section 5.1, each Major Holder included in such Registration Statement  agrees to enter into a “lock-up” agreement on customary terms if requested by the underwriter of  such offering; provided, that (A) such agreement shall not restrict the selling of any Registrable  Security for more than ninety (90) days after the effective date of such Registration Statement and  the lock-up applicable to such Major Holder shall be no longer than any other selling stockholder  participating in the Underwritten Offering and (B) each Major Holder shall be released from any  such “lock-up” agreement in the event and to the extent that the underwriter of such offering does  not impose a similar restriction on, or permits a discretionary waiver or termination of a similar  restriction with respect to, any officer or director of the Company or holder of greater than five  percent (5%) of Common Stock; provided further, that this Section 5.3 shall only apply to Major  Holders permitted to participate in such Underwritten Offering.  5.4 Registration Procedures.  In connection with any registration pursuant to this Section 5, subject to the  provisions of such Section 5:  (a) Upon receipt of a Piggy-Back Notice for the exercise of Piggy-Back  Registration Rights as set forth in Section 5.1(a) or the receipt of an MJ Shelf Registration Notice  for the exercise of MJ Shelf Registration Rights as set forth in Section 5.2, the Company shall  promptly register the applicable Registrable Securities of the applicable Major Holder in a  Registration Statement and shall take such further actions as reasonably necessary to include the  Major Holder in the applicable offering, subject to the underwriter’s cutback provisions set forth  in Section 5.1(b), as applicable.  (b) The Company shall furnish to each Major Holder without charge such  number of copies of the Registration Statement, each amendment and supplement thereto (in each  case including all exhibits thereto and documents incorporated by reference therein), the  prospectus included in such Registration Statement (including each preliminary prospectus and  any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the  Securities Act and such other documents as each Major Holder may reasonably request in order to  facilitate the disposition of the Registrable Securities owned by such Major Holder. Each Major  Holder shall have the right to request that the Company modify any information contained in such  Registration Statement, amendment and supplement thereto pertaining to such Major Holder and  the Company shall use reasonable best efforts to comply with such request; provided, that the  Company shall not have any obligation to so modify any information if the Company reasonably  expects that so doing would cause the prospectus to contain an untrue statement of a material fact  





 






DB1/ 124869655.12 17  or omit to state any material fact required to be stated therein or necessary to make the statements  therein not misleading.  (c) In connection with any filing of any Registration Statement or prospectus  or amendment or supplement thereto, the Company shall cause such document (i) to comply in all  material respects with the requirements of the Securities Act and the rules and regulations of the  SEC thereunder and (ii) with respect to information supplied by or on behalf of the Company for  inclusion in the Registration Statement, to not contain any untrue statement of a material fact or  omit to state a material fact required to be stated therein or necessary to make the statements therein  not misleading.  (d) The Company shall promptly notify each Major Holder and, if requested by  such Major Holder, confirm in writing, when the Registration Statement has become effective and  when any post-effective amendments and supplements thereto become effective.  (e) The Company shall furnish each Major Holder and their respective counsel  with copies of any written comments from the SEC or any state securities authority or any written  request by the SEC or any state securities authority for amendments or supplements to a  Registration Statement or prospectus or for additional information generally.  (f) After the filing of the Registration Statement, the Company shall (i) cause  the related prospectus to be supplemented by any required prospectus supplement, and, as so  supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the  provisions of the Securities Act with respect to the disposition of all Registrable Securities covered  by the Registration Statement during the applicable period in accordance with the intended  methods of disposition by the Major Holders set forth in such Registration Statement or  supplement to such prospectus and (iii) promptly notify each Major Holder and their respective  counsel of any stop order issued or threatened in writing by the SEC or any state securities  commission and use reasonable best efforts to prevent the entry of such stop order or to remove it  if entered.  (g) The Company shall use reasonable best efforts to (i) register or qualify the  Registrable Securities covered by the Registration Statement under such securities or “blue sky”  laws of such jurisdictions in the United States as a Major Holder reasonably requests and (ii) cause  such Registrable Securities to be registered with or approved by such other governmental agencies  or authorities as may be necessary by virtue of the business and operations of the Company and  do any and all other acts and things that may be reasonably necessary or advisable to enable the  Major Holders to consummate the disposition of the Registrable Securities owned by the Major  Holders, provided, that the Company shall not be required to (A) qualify generally to do business  in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.4(g),  (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process  in any such jurisdiction.  (h) The Company shall use reasonable best efforts to list such Registrable  Securities on the principal securities exchange on which the Common Stock is then listed and  provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later  than the effective date of the Registration Statement.  





 






DB1/ 124869655.12 18  (i) The Company shall use reasonable best efforts to cooperate with each Major  Holder 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 (consistent with the provisions of the governing documents thereof)  and registered in such names as such Major Holder may reasonably request at least two (2)  Business Days prior to any sale of Registrable Securities.  (j) The Company shall promptly notify each Major Holder and their respective  counsel, at any time when a prospectus relating thereto is required to be delivered under the  Securities Act, of the occurrence of an event requiring the preparation of a supplement or  amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable  Securities, such prospectus will not contain an untrue statement of a material fact or omit to state  any material fact required to be stated therein or necessary to make the statements therein not  misleading and promptly prepare and make available to each Major Holder and file with the SEC  any such supplement or amendment subject to any suspension rights contained herein.  (k) The Company shall take all reasonable actions to ensure that any free  writing prospectus utilized in connection with an offering off of a Registration Statement  hereunder 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, shall not contain  any untrue statement of a material fact or omit to state a material fact required to be stated therein  or necessary to make the statements therein not misleading.  (l) The Company shall otherwise use reasonable best efforts to comply with all  applicable rules and regulations of the SEC, and make available to its security holders, as soon as  reasonably practicable, an earnings statement or such other document that shall satisfy the  provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.  (m) Each Major Holder agrees that, upon receipt of any notice from the  Company of the occurrence of any event of the kind described in Section 5.4(j), such Major Holder  shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration  Statement covering such Registrable Securities until such Major Holder’s receipt of the copies of  the supplemented or amended prospectus contemplated by Section 5.4(j), and, if so directed by the  Company, such Major Holder shall deliver to the Company all copies, other than any permanent  file copies then in such Major Holder’s possession, of the most recent prospectus covering such  Registrable Securities at the time of receipt of such notice. If the Company shall give such notice,  the Company shall extend the period during which such Registration Statement shall be maintained  effective by the number of days during the period from and including the date of the giving of  notice pursuant to Section 5.4(j) to the date when the Company shall make available to such Major  Holder a prospectus supplemented or amended to conform with the requirements of Section 5.4(j),  which extension shall apply regardless of whether Registrable Securities are eligible to be sold  under Rule 144.  (n) The Company shall use reasonable best efforts to take such action as is  reasonably necessary to enable Major Holders to deliver their Registrable Securities sold pursuant  to a Registration Statement, including the removal of any applicable restrictive legends with  





 






DB1/ 124869655.12 19  respect to the Registrable Securities that have been sold pursuant to a Registration Statement and,  if required, delivery of an opinion of counsel to the Company solely in connection with such  removal.  (o) In connection with an Underwritten Offering, the Company shall obtain for  each underwriter: (i) an opinion of counsel for the Company, covering the matters customarily  covered in opinions requested in underwritten offerings and such other matters as may be  reasonably requested by the underwriters, and (ii) a “comfort” letter (or, in the case of any such  Person which does not satisfy the conditions for receipt of a “comfort” letter specified in AU 634,  an “agreed upon procedures” letter) signed by the independent public accountants who have  certified the Company’s financial statements included in such registration statement.  (p) The Company shall promptly make available for inspection by a  representative of the selling stockholders, any underwriter participating in any disposition pursuant  to any Registration Statement, and any attorney, accountant or other agent or representative  retained by the selling stockholders (collectively and not individually) or underwriter (collectively,  the “Inspectors”), all financial and other records, pertinent corporate documents and properties of  the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to  exercise their due diligence responsibility in connection with such registration statement, and cause  the Company’s officers, directors and employees to supply all information requested by any such  Inspector in connection with such registration statement; provided, however, that, unless the  disclosure of such Records is necessary to avoid or correct a misstatement or omission in the  Registration Statement or the release of such Records is ordered pursuant to a subpoena or other  order from a court of competent jurisdiction, the Company shall not be required to provide any  information under this Section 5.4(p) if (i) the Company believes, after consultation with counsel  for the Company, that to do so would cause the Company to forfeit an attorney-client privilege  that was applicable to such information or (ii) if either (A) the Company has requested and been  granted from the SEC confidential treatment of such information contained in any filing with the  SEC or documents provided supplementally or otherwise or (B) the Company reasonably  determines that such Records are confidential and so notifies the Inspectors in writing unless prior  to furnishing any such information with respect to (i) or (ii) such selling stockholder requesting  such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement  on terms reasonably acceptable to the Company; and provided, further, that each selling  stockholder agrees that it will, upon learning that disclosure of such Records is sought in a court  of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to  undertake appropriate action and to prevent disclosure of the Records deemed confidential.  (q) The Company shall have appropriate officers of the Company prepare and  make presentations at any “road shows” and before analysts and other information meetings  organized by the underwriters, and otherwise use its commercially reasonable efforts to cooperate  as reasonably requested by the selling stockholders and the underwriters in the offering, marketing  or selling of the securities.  (r) The Company shall take all other reasonable steps necessary to effect the  registration and disposition of the Registrable Securities contemplated hereby.  5.5 Company Suspension Rights.  





 






DB1/ 124869655.12 20  Notwithstanding anything contained herein to the contrary, the Company shall have  the right to require the Major Holders to suspend offers and sales of Registrable Securities included  on any Registration Statement filed whenever, and for so long as, in the judgment of the Company  either (a) an event has occurred which makes any statement made in such Registration Statement  or related prospectus or document incorporated therein or deemed to be incorporated therein by  reference untrue in any material respect or which requires the making of any changes in such  Registration Statement or prospectus so that it will not contain any untrue statement of a material  fact or omit to state any material fact required to be stated therein or necessary to make the  statements therein not misleading; or (b) it is advisable to suspend use of the Registration  Statement and prospectus due to pending corporate developments or public filings with the SEC  or similar events; provided, however, that (a) the aggregate number of days included in any such  suspension period shall not exceed ninety (90) days in any twelve (12) month period and (b) during  such suspension period the Company will not register any securities for its own account or the  account of any other Person.  5.6 Expenses.  The Company shall pay all reasonable out-of-pocket expenses of the Major Holders  in connection with each registration of Registrable Securities requested pursuant to this Section 5  and other expenses incidental to the Company’s performance of, or compliance with, this Section  5; provided, that (A) the Company only shall pay reasonable fees and expenses of no more than  one (1) firm of counsel for the Major Holders whose Registrable Securities are to be included in a  registration and (B) each Major Holder shall pay its portion of all applicable underwriting fees,  discounts and similar charges, if any, relating to the sale of its Registrable Securities included in  any Registration Statement pursuant to this Section 5.  5.7 Indemnification.  (a) Indemnification by the Company. To the fullest extent permitted by  applicable law, the Company shall indemnify each Major Holder, each Major Holder’s Affiliates  and each underwriter of the Company’s securities covered by a Registration Statement, if any, and  each Person who controls any underwriter within the meaning of the Securities Act or the  Exchange Act, against all claims, losses, damages and liabilities (or actions in respect thereof)  arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact  contained in any Registration Statement, including any preliminary or final prospectus contained  therein and any amendments or supplements thereto incident to any such registration; (ii) any  omission (or alleged omission) to state therein a material fact required to be stated therein or  necessary to make the statements therein not misleading; or (iii) any violation by the Company of  the Securities Act, the Exchange Act, any state securities or blue sky laws or any rule or regulation  thereunder in connection with any such registration, and will reimburse each Major Holder, each  Major Holder’s Affiliates, each such underwriter and each Person who controls any such  underwriter, as applicable, for any legal and any other expenses reasonably incurred in connection  with investigating and defending any such claim, loss, damage, liability or action; provided, that  the Company will not be liable in any such case to the extent that any such claim, loss, damage,  liability or expense arises out of or is based on (x) any untrue statement or omission based upon  written information furnished to the Company by any Major Holder or any Major Holder’s  Affiliate or underwriter and stated to be specifically for use or (y) the failure of any Major Holder  





 






DB1/ 124869655.12 21  or any agent acting on behalf of such Major Holder to timely deliver a prospectus, except those  cases where such failure was a result of the act or failure to act by the Company; provided further  that the Company shall in no instance be liable for consequential, punitive, exemplary, special or  indirect damages or lost profits related to this Agreement. The indemnity agreement contained in  this Section 5.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,  liability or action if such settlement is effected without the consent of the Company at its sole  discretion.  (b) Indemnification by the Major Holders. To the fullest extent permitted by  applicable law, each Major Holder will, if Registrable Securities held by it are included in the  securities as to which such registration, qualification or compliance is being effected, severally,  but not jointly, indemnify the Company, each of its directors and officers and each underwriter of  the Company’s securities covered by a Registration Statement, if any, and each Person who  controls the Company or such underwriter within the meaning of the Securities Act or the  Exchange Act, against all claims, losses, damages and liabilities (or actions in respect thereof)  arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact  contained in any such Registration Statement, including any preliminary or final prospectus  contained therein and any amendments or supplements thereto, made by such Major Holder; or  (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein  or necessary to make the statements by such Major Holder therein not misleading, and will  reimburse the Company and such directors, officers, underwriters or control persons for any legal  or any other expenses reasonably incurred in connection with investigating or defending any such  claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such  untrue statement or omission (or alleged untrue statement or omission) is made in such  Registration Statement, including any preliminary or final prospectus contained therein and any  amendments or supplements thereto, in reliance upon and in conformity with written information  furnished to the Company by such Major Holder and stated to be specifically for use therein;  provided however, that the obligations of each Major Holder hereunder shall be limited to an  amount equal to the net proceeds that such Major Holder received by sale of securities as  contemplated herein, except in the case of fraud or gross negligence by such Major Holder, and  that the indemnity agreement contained in this Section 5.7(b) shall not apply to amounts paid in  settlement of any such loss, claim, damage, liability or action if such settlement is effected without  the consent of such Major Holder at its sole discretion.  (c) Indemnification Procedures. Each Person entitled to indemnification under  this Section 5.7 (each, a “Securities Indemnified Party”) shall give notice to the Person required to  provide indemnification (the “Securities Indemnifying Party”) promptly (but in any event within  thirty (30) days) after such Securities Indemnified Party has actual knowledge of any claim as to  which indemnity may be sought, and shall permit the Securities Indemnifying Party to assume the  defense of any such claim or any litigation resulting therefrom; provided, that counsel for the  Securities Indemnifying Party, who shall conduct the defense of such claim or any litigation  resulting therefrom, shall be approved by the Securities Indemnified Party (whose approval shall  not unreasonably be withheld) and the Securities Indemnified Party may participate in such  defense at such Person’s expense (unless the Securities Indemnified Party shall have reasonably  concluded, and shall have informed the Securities Indemnifying Party of such conclusion, that  there may be a conflict of interest between the Securities Indemnifying Party and the Securities  Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the  





 






DB1/ 124869655.12 22  expense of the Securities Indemnifying Party); provided, further, that the failure of any Securities  Indemnified Party to give notice as provided herein shall not relieve the Securities Indemnifying  Party of its obligations under this Section 5 unless the Securities Indemnifying Party is materially  prejudiced thereby in its ability to defend such action. No Securities Indemnifying Party, in the  defense of any such claim or litigation shall, except with the written consent of each Securities  Indemnified Party, consent to entry of any judgment or enter into any settlement. Each Securities  Indemnified Party shall furnish such information regarding itself or the claim in question as a  Securities Indemnifying Party may reasonably request in writing and as shall be reasonably  required in connection with the defense of such claim and litigation resulting therefrom. The  Securities Indemnifying Party shall lose its right to defend, contest, litigate and settle a matter if it  shall fail to diligently contest such matter (except to the extent settled without the consent of the  Securities Indemnified Party).  (d) Contribution. If the indemnification provided for in Section 5.7 is not  available or insufficient, for any reason or reasons other than as specified herein, with respect to  any loss, liability, claim, damage or expense referred to herein, then the Securities Indemnifying  Party, in lieu of indemnifying such Securities Indemnified Party hereunder, shall contribute to the  amount paid or payable by such Securities Indemnified Party as a result of such loss, liability,  claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the  Securities Indemnifying Party on the one hand, and of the Securities Indemnified Party on the  other, in connection with the statements or omissions which resulted in such loss, liability, claim,  damage or expense, as well as any other relevant equitable considerations. The relative fault of the  Securities Indemnifying Party and of the Securities Indemnified Party shall be determined by  reference to, among other things, whether the untrue (or allegedly untrue) statement of a material  fact or the omission (or alleged omission) to state a material fact relates to information supplied  by the Securities Indemnifying Party or by the Securities Indemnified Party and the Persons’  relative intent, knowledge, access to information and opportunity to correct or prevent such  statement or omission.  5.8 Compliance with Rule 144.  The Company shall (a) at the request of any Major Holder (or any of its direct or  indirect partners, members or equity holders) who proposes to sell Common Stock in compliance  with Rule 144, cooperate, to the extent reasonable, with such Major Holder (or any of its direct or  indirect partners, members or equity holders), including with respect to removal of any applicable  restrictive legends at the time of the relevant sale and, if required, delivery of an opinion of counsel  to the Company in connection with such removal; (b) make and keep public information available,  as those terms are understood and defined in Rule 144, in accordance with Section 13(a) or Section  15(d) of the Exchange Act; (c) timely (or obtain extensions in respect thereof and file within the  applicable grace period) all reports and other documents required to be filed by the Company under  the Securities Act and the Exchange Act, or, if the Company is not required to file reports pursuant  to the Exchange Act, it shall prepare and furnish to each Major Holder (or any of its direct or  indirect partners, members or equity holders) and make publicly available in accordance with Rule  144 such information as is required for such Major Holder (or any of its direct or indirect partners,  members or equity holders) to sell Common Stock in compliance with Rule 144; (d) furnish to  each Major Holder (or any of its direct or indirect partners, members or equity holders), so long as  such Major Holder (or any of its direct or indirect partners, members or equity holders) owns  





 






DB1/ 124869655.12 23  Common Stock, promptly upon request, a written statement by the Company as to the Company’s  compliance with the reporting requirements of Rule 144; and (e) use its reasonable best efforts to  list such Major Holder’s (or any of its direct or indirect partners, members or equity holders)  Common Stock on the principal securities exchange on which Common Stock is then listed.  Section 6. Right of First Refusal.  6.1 Grant.    Each MJ Holder hereby unconditionally and irrevocably grants to the Company a  right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase all  or any portion of the Lock-Up Shares (the “Transfer Shares”) that such MJ Holder proposes to  Dispose of in (a) a Proposed MJ Disposition or (b) any series of planned Proposed MJ Dispositions  through sales on the open market (such series, “Planned MJ Dispositions”), at the ROFR Price, on  the terms and subject to the conditions set forth in Section 6.2 (the “Right of First Refusal”).  6.2 Notice; Exercise.    Any MJ Holder proposing to make a Proposed MJ Disposition (or series of Planned  MJ Dispositions) must deliver to the Company a written notice setting forth the terms and  conditions of such Proposed MJ Disposition(s) (a “Proposed Disposition Notice”) not later than  five (5) Business Days prior to the proposed consummation of such Proposed MJ Disposition or  first Planned MJ Disposition in any such series.  Such Proposed Disposition Notice shall contain  the material terms and conditions (including the number of Transfer Shares, and, if not planned to  be consummated on the open market, the price per Transfer Share and form of consideration) of  the Proposed MJ Disposition(s) and the identity (if known) of the Person or Persons to whom such  MJ Holder proposes to make such Proposed MJ Disposition(s), and shall contain the wire  instructions for payment of the purchase price by the Company to the MJ Holders in the event the  Company exercises the Right of First Refusal.  To exercise its Right of First Refusal under this  Section 6.2, within five (5) Business Days after delivery of the Proposed Disposition Notice (the  “Exercise Period”), the Company must deliver a written notice from the Company notifying any  MJ Holder proposing to make a Proposed MJ Disposition that the Company intends to exercise its  Right of First Refusal as to some or all of the Transfer Shares with respect to the Proposed MJ  Disposition(s) (the “Exercise Notice”). The Exercise Notice shall set forth the number of Transfer  Shares that the Company will acquire and the ROFR Price to be paid for such Transfer Shares. If  the Company (i) does not deliver an Exercise Notice within the Exercise Period or has otherwise  delivered a written notice to the MJ Holder stating that the Company will not exercise its Right of  First Refusal with respect to some or all of the Transfer Shares, or (ii) the Exercise Notice delivered  by the Company provides for the exercise of the Right of First Refusal with respect to only a  portion of the Transfer Shares, then the MJ Holder may Dispose of any of the Transfer Shares that  are not subject to the Exercise Notice within thirty (30) days beginning on the date immediately  following the expiration of the Exercise Period or, if longer, the time period set for such series of  Planned MJ Dispositions in the Proposed Disposition Notice, which period shall not exceed ninety  (90) days (the “Transfer Period”) at a price not less than the ROFR Price, other than in the case of  any Planned MJ Dispositions, which may be made on the open market at the applicable market  price on any Disposition during the Transfer Period, and otherwise on terms and conditions not  more favorable than those set forth in the Proposed Disposition Notice (if any). If the MJ Holder  





 






DB1/ 124869655.12 24  does not Dispose of the Transfer Shares within the Transfer Period or if such Disposition is not  consummated within the Transfer Period, the rights provided hereunder shall be deemed to be  revived and the Transfer Shares shall not be offered to any Person unless first re-offered to the  Company in accordance with this Section 6.2.  6.3 Consideration; Closing.    The closing of the purchase of Transfer Shares by the Company shall take place,  and all payments from the Company shall have been delivered to the selling MJ Holder by wire  transfer to the account designated in the Proposed Disposition Notice, by the later of (i) the date  specified in the Proposed Disposition Notice as the intended date of the Proposed MJ Disposition  and (ii) five (5) Business Days after delivery of the Exercise Notice.   6.4 Effect of Failure to Comply.  Any Proposed MJ Disposition not made in compliance with the requirements of  this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company  or its transfer agent and shall not be recognized by the Company. If any MJ Holder becomes  obligated to sell any Lock-Up Shares to the Company pursuant to the Right of First Refusal and  fails to deliver such Lock-Up Shares in accordance with the terms of this Section 6, the Company  may, at its option, in addition to all other remedies it may have, send to such MJ Holder the  purchase price for such Lock-Up Shares in accordance with this Section 6 and, immediately  thereupon, such MJ Holder shall transfer to the name of the Company on the Company’s books  and (to the extent applicable, issue to the Company the certificate or certificates representing) the  Lock-Up Shares to be sold.  Section 7. Drag-Along Rights.  7.1 General.  If TopCo Parent or any of its Affiliates (each a “Transferring Party”) proposes to  make a Control Disposition of Common Stock to a non-Affiliated third party where the amount of  consideration to be paid for each share of Common Stock is at least equal to the Parent Share Value  (subject to appropriate adjustment, if any, for changes in the outstanding shares of capital stock of  the Company, including by reason of any reclassification, recapitalization, consolidation, stock  split (including reverse stock split) or combination, exchange or readjustment of shares, or any  stock dividend or similar transaction), such Transferring Party shall have the right at any time prior  to such time as the Apollo Funds do not own fifty percent (50%) or more of the outstanding voting  stock or equity securities of the Company or the voting power to elect a majority of the Board, to  exercise drag-along rights in accordance with the terms, conditions and procedures set forth in this  Section 7 to cause each Major Holder and each Permitted Transferee of a Major Holder, other than  a Permitted Transferee as described in Section 2.2(b)(i) (each, a “Drag-Along Holder”) to Dispose  of such number of shares of Common Stock determined by multiplying (i) a fraction, the numerator  of which is the total number of shares of Common Stock proposed to be Disposed by such  Transferring Party in a Control Disposition and the denominator of which is the aggregate number  of shares of Common Stock held by such Transferring Party and its Affiliates immediately prior  to the proposed Control Disposition, by (ii) the aggregate number of shares of Common Stock  





 






DB1/ 124869655.12 25  owned by such Drag-Along Holder immediately prior to such Control Disposition (a “Drag-Along  Transaction”).  7.2 Notice.  The Company shall deliver or shall cause the Transferring Party to deliver written  notice (the “Drag-Along Notice”) to each of the Drag-Along Holders at least ten (10) Business  Days prior to the date on which the Drag-Along Transaction is expected to be consummated, which  notice shall set forth (i) the name and address of the proposed acquirer, (ii) the number of shares  of Common Stock proposed to be transferred to the proposed acquirer or a description of the assets  proposed to be sold to the proposed acquirer, (iii) the amount and form of consideration for such  shares of Common Stock or assets (which consideration shall consist entirely of cash and/or  Marketable Securities), (iv) other material terms and conditions of the Drag-Along Transaction  (including a copy of the definitive agreement to effect such Control Disposition) and (v) the  anticipated closing date for the Drag-Along Transaction.  7.3 Terms of a Drag-Along Transaction.  (a) Each Drag-Along Holder shall (i) be required to make individual  representations and warranties as to the unencumbered title to its shares of Common Stock, the  power, authority and legal right to convert, exchange or transfer such Common Stock, the due  execution and enforceability of the relevant documents and the absence of any adverse claim (as  set forth in Section 8-102 of the applicable Uniform Commercial Code) or litigation with respect  to such Common Stock, as well as customary representations with respect to the absence of  conflicts or required consents and the lack of any brokerage, finder’s or other fee being payable  based on arrangements made by such Drag-Along Holder and that are also entered into (on  substantially the same terms and conditions) by the Transferring Party in connection with the Drag- Along Transaction, (ii) agree to the same covenants, indemnities and agreements (and shall be  subject on a pro rata basis to the same escrow or other holdback arrangements) as made by the  Transferring Party and (iii) otherwise agree to the same terms and conditions as the Transferring  Party agrees with respect to the Drag-Along Transaction (which shall not include any non- competition or similar restrictive agreements or covenants that would bind such Drag-Along  Holder or its Affiliates). Notwithstanding the foregoing, unless a Drag-Along Holder otherwise  agrees, all such representations, warranties, covenants, indemnities and agreements of the Drag- Along Holders shall be made by the Drag-Along Holders severally and not jointly, and any liability  under any such indemnities or liability for breach of any representations and warranties or  agreements of the Drag-Along Holders shall be borne by each Drag-Along Holder severally and  not jointly. Liability under any indemnities related to the Company or its Subsidiaries shall be  allocated among the Transferring Party and each Drag-Along Holder, pro rata based on the value  of the proceeds received by each of them, and the aggregate amount of liability for each Drag- Along Holder to the acquirer shall not exceed the net proceeds actually received by such Drag- Along Holder (other than in case of fraud by such Drag-Along Holder).  (b) The consummation of any proposed Drag-Along Transaction (in whole or  part) shall occur in the sole discretion of the Transferring Party, who shall have no liability or  obligation to any Major Holder other than as set forth in this Agreement in connection with the  negotiation of, structuring, restructuring and cancellation (in whole or part) of such Drag-Along  





 






DB1/ 124869655.12 26  Transaction (it being understood that any consummation or cancellation in part shall apply  proportionally based on the number of shares of Common Stock the Transferring Party and each  of the Drag-Along Holders are proposing to Dispose).  7.4 Cooperation.  Each Drag-Along Holder shall cooperate with the Transferring Party and shall take  any and all actions reasonably requested by the Transferring Party in connection with a Drag- Along Transaction, including voting all equity securities in favor of the Drag-Along Transaction  and executing any and all agreements and instruments reasonably requested by the Transferring  Party. Without limiting the generality of the immediately preceding sentence, each Drag-Along  Holder hereby waives any and all dissenters, appraisal, quasi-appraisal or other similar rights such  Drag-Along Holder may have in connection with any Drag-Along Transaction.  7.5 Costs.  All reasonable out-of-pocket costs and expenses incurred by or on behalf of the  Company in connection with any proposed Drag-Along Transaction (whether or not  consummated), including all attorneys’ fees and charges, all accounting fees and charges and all  finder, brokerage or investment banking fees, charges or commissions, shall be paid by the  Company or its Subsidiaries.  7.6 Drag-Along Transaction Not Consummated.  In the event that a binding and definitive agreement for the sale or transfer in a  Drag-Along Transaction pursuant to this Section 7 is not entered into within one hundred and  twenty (120) days after the Drag-Along Holders receive the Drag-Along Notice or the Drag-Along  Transaction is not consummated following satisfaction or waiver of all applicable conditions  precedent within nine (9) months after the Drag-Along Holders receive the Drag-Along Notice,  upon expiration of any definitive agreement for the Drag-Along Transaction then in effect, the  Drag-Along Holders shall cease to be bound by the obligations set forth in this Section 7 with  regard to such transaction.  Section 8. Confidentiality.  The terms and conditions of this Agreement shall be held confidential by each  Holder and no Holder shall disclose to any Person not a party to this Agreement any of the terms  or conditions of this Agreement, except (a) as required to be disclosed under applicable law or  pursuant to an order, request or demand of any governmental authority, including any filings made  by the Company pursuant to the Exchange Act in connection with the transactions contemplated  by the Purchase Agreement, (b) to the extent such information becomes publicly available, (c) to  each Holder’s Affiliates and its and their lenders, investors, officers, directors, employees,  partners, limited partners, legal counsel, independent auditors and other advisors or agents, or (d)  to the extent reasonable or necessary in protecting and enforcing a Holder’s rights with respect to  this Agreement.  Section 9. Representations and Warranties.  





 






DB1/ 124869655.12 27  Each Holder hereby makes the representations and warranties set forth on Exhibit  C to each of the other parties to this Agreement as of the date such Holder executes this Agreement  or an Adoption Agreement, as the case may be.  Section 10. Miscellaneous Provisions.  10.1 Governing Law; Jurisdiction, Waiver of Jury Trial.  This Agreement shall be governed by and construed in accordance with the  applicable laws of the State of Delaware, without giving effect to any choice of law provision or  rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicable  laws of any jurisdiction other than the State of Delaware to be applied. Each of the parties hereto  irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court of  Chancery, or in the event (but only in the event) that the Delaware Court of Chancery does not  have subject matter jurisdiction over such legal action or proceeding, the United States District  Court for the District of Delaware, or in the event (but only in the event) that such United States  District Court for the District of Delaware also does not have subject matter jurisdiction over such  legal action or proceeding, any Delaware state court sitting in New Castle County, in connection  with any matter based upon or arising out of this Agreement or the actions of the parties hereof,  (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other  request for leave from any such court and (c) agrees that it will not bring any action relating to this  Agreement in any court other than the courts of the State of Delaware, as described above. Each  of the parties hereto hereby agrees that service of any process, summons, notice or document by  U.S. registered mail to the addresses set forth in Annex II shall be effective service of process for  any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby  irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or  otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not  personally subject to the jurisdiction of the above-named courts for any reason other than the  failure to serve process in accordance with this Section 10.1, that it or its property is exempt or  immune from jurisdiction of any such court or from any legal process commenced in such courts  (whether through service of notice, attachment prior to judgment, attachment in aid of execution  of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable  law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that  the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject  matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the  fullest extent permitted by applicable law, the benefit of any defense that would hinder, fetter or  delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant  to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges  that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and  of the United States of America; provided, that each such party’s consent to jurisdiction and service  contained in this Section 10.1 is solely for the purpose referred to in this Section 10.1 and shall not  be deemed to be a general submission to said courts or in the State of Delaware other than for such  purpose.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT  TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM  





 






DB1/ 124869655.12 28  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED HEREBY.  10.2 Amendment.  (a) Except as otherwise expressly set forth herein, this Agreement may only be  modified or amended, and provisions hereof may be waived, by an instrument in writing duly  executed and delivered by the Company and each Holder that would be adversely affected by such  amendment, modification or waiver. Any waiver of any provision of this Agreement requested by  any Party must be in writing by the Party granting such waiver. Upon obtaining such approvals  required by this Agreement, each of the Parties may execute the relevant amendment, restatement,  modification or waiver of this Agreement and shall be deemed a party to and bound by such  amendment, restatement, modification or waiver of this Agreement.  (b) For the avoidance of doubt, in addition to other amendments authorized  herein, amendments may be made to this Agreement from time to time by the Company, with  prompt written notice to, but without the consent of, any of the Holders or any other party to this  Agreement, to reflect changes in ownership of Common Stock and/or other securities of the  Company, including changes pursuant to Permitted Dispositions.  (c) If this Agreement is amended solely to reflect the addition, substitution or  increased ownership of a Holder, in accordance with the terms hereof, such amendment to this  Agreement shall be sufficient when it is signed by the Company and by the Person to be substituted  or added or who is increasing his, her or its investment in the Company, and, if a Holder is to be  substituted, by the assigning Holder, as applicable, subject to a prompt written notice to all other  Holders.  10.3 Termination.  This Agreement shall terminate automatically upon the dissolution of the  Company; provided, that (a) the provisions of Section 5.7, Section 8 and this Section 10 shall  survive such termination and (b) such termination shall not relieve any Party from any liability for  the breach of any obligations set forth in this Agreement prior to such termination.  10.4 Dispositions of Common Stock.  Upon the Disposition of all the shares of Common Stock held by a Holder and all  securities exercisable, or exchangeable for or convertible into, Common Stock in accordance with  this Agreement, such Holder shall cease to be a party to this Agreement and shall have no further  rights and obligations hereunder, except with respect to such Holder’s (a) confidentiality  obligations under Section 8 and (b) indemnification rights and obligations under Section 5.7; it  being understood that such Disposition shall not relieve such Holder from any liability for the  breach of any obligations set forth in this Agreement prior to such Disposition.  10.5 Notices.  In the event a written notice or other document is required to be sent hereunder to  the Company or to the Holders or the spouses or legal representative of the Holders, as applicable,  





 






DB1/ 124869655.12 29  such notice or other document shall be sent by reputable overnight courier, or by registered mail,  return receipt requested (and by air mail in the event the addressee is not in the continental United  States), to the party entitled to receive such notice or other document at the address set forth on  Annex II hereto. Any such notice shall be effective upon evidence of receipt, but actual notice  shall be effective however and whenever received. The Company and the Holders or spouses or  respective legal representatives of the Holders may effect a change of address for purposes of this  Agreement by giving written notice of such change to the Company, and the Company shall, upon  the request of any party hereto, notify such party of such change in the manner provided herein.  Until such notice of change of address is properly given, the addresses set forth herein shall be  effective for all purposes. Notwithstanding the foregoing, the Holders acknowledge and agree that  any notice required or permitted by this Agreement or under the Certificate of Incorporation, the  Bylaws, the Delaware General Corporation Law or other applicable law may be given to the Holder  at the electronic mail address set forth on Annex II hereto. Each Holder further agrees to notify the  Company of any change to such Holder’s electronic mail address and that the provision of such  notice to the Company shall constitute the consent of such Holder to receive notice at such  electronic mail address. In the event that the Company is unable to deliver notice to a Holder at  the electronic mail address so provided by the Holder, such Holder shall, within two (2) Business  Days after a request by the Company, provide the Company with a valid electronic mail address  to which the Holder consents to receive notice at such electronic mail address.  10.6 Specific Performance.  Each party to this Agreement acknowledges that a remedy at law for any breach or  attempted breach of this Agreement will be inadequate, agrees that each other party to this  Agreement shall be entitled to specific performance and injunctive and other equitable relief in  case of any such breach or attempted breach and further agrees to waive (to the extent legally  permissible) any legal conditions required to be met for the obtaining of any such injunctive or  other equitable relief (including posting any bond in order to obtain equitable relief).  10.7 Treatment of Certain Dispositions.  Any Disposition or attempted Disposition in breach of this Agreement shall be void  ab initio and of no effect. In connection with any attempted Disposition in breach of this  Agreement, the Company may hold and refuse to transfer any Common Stock or any certificate  therefor, in addition to and without prejudice to any and all other rights or remedies which may be  available to it and/or the Holders.  10.8 Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, any  one of which need not contain the signatures of more than one party, but all such counterparts  taken together will constitute one and the same agreement. It shall not be necessary in making  proof of this Agreement to produce or account for more than one such counterpart.  10.9 Severability.  Whenever possible, each provision of this Agreement will be interpreted in such  manner as to be effective and valid under applicable law, but if any provision of this Agreement  





 






DB1/ 124869655.12 30  is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any  jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any  other jurisdiction, and such invalid, void or otherwise unenforceable provisions shall be null and  void. It is the intent of the parties, however, that any invalid, void or otherwise unenforceable  provisions be automatically replaced by other provisions which are as similar as possible in terms  to such invalid, void or otherwise unenforceable provisions but are valid and enforceable to the  fullest extent permitted by law.  10.10 Further Efforts.  Each party hereto shall do and perform or cause to be done and performed, without  further consideration, all such further acts and things and shall execute and deliver all such other  agreements, certificates, instruments, and documents as any other party may request in order to  carry out the provisions of this Agreement and to consummate the transactions contemplated  hereby.  10.11 Waivers.  No course of dealing between the Company, or its Subsidiaries, and any Holder or  any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to  this Agreement. The failure of any party to enforce any of the provisions of this Agreement will  in no way be construed as a waiver of such provisions and will not affect the right of such party  thereafter to enforce each and every provision of this Agreement in accordance with its terms.  10.12 Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto as to the subject  matter hereof and supersedes and cancels all previous and contemporaneous agreements among  all or some of the parties hereto, whether written, oral or otherwise.  10.13 Third-Party Beneficiaries.  Except as otherwise expressly provided for in this Agreement, none of the  provisions in this Agreement shall be for the benefit of or enforceable by any Person that is not a  party to this Agreement. The covenants and agreements contained herein shall be binding upon  and inure to the benefit of the heirs, executors, administrators, successors and assigns of the  respective parties hereto.  10.14 No Personal Liability.  To the fullest extent permitted by law, no director or officer of the Company or its  Subsidiaries shall be personally liable to the Company or the Holders as a result of any acts or  omissions taken under this Agreement in good faith.  10.15 Non-Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, and  notwithstanding the fact that certain of the parties hereto may be partnerships, limited liability  





 






DB1/ 124869655.12 31  companies, corporations or other entities, each Holder covenants, agrees and acknowledges that  no recourse or any claims or causes of action (whether in contract, tort or otherwise) under or that  may be based upon, arise out of or relate to this Agreement or any documents or instruments  delivered by any Person pursuant hereto or the negotiation, execution or performance hereof or  thereof (including any representation or warranty made in or in connection with, or as an  inducement to enter into this Agreement or such documents and instruments), shall be had against  any of the Company’s, TopCo Parent’s or any Holder’s or any of the foregoing’s respective  Affiliates’ former, current or future direct or indirect equity holders, controlling Persons,  stockholders, directors, officers, employees, agents, Affiliates, members, financing sources,  managers, general or limited partners or assignees, consultants, attorneys, advisors, portfolio  companies in which any such party or any of their investment fund Affiliates have made a debt or  equity investment (and vice versa, or any other representative of the Apollo Funds (including any  Person negotiating or executing this Agreement on behalf of a Party hereto)) (each, a “Related  Party” and collectively, the “Related Parties”), in each case other than (subject, for the avoidance  of doubt, to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws) the  Company, TopCo Parent, the Holders or any of their respective assignees under this Agreement,  whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue  of any applicable law, it being expressly agreed and acknowledged that no personal liability  whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties,  as such, for any obligation or liability of the Company, TopCo Parent or any Holder under this  Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim  based on, in respect of or by reason of such obligations or liabilities or their creation; provided,  however, that nothing in this Section 10.15 shall relieve or otherwise limit the liability of the  Company or any Holder, as such, for any breach or violation of its obligations under such  agreements, documents or instruments.  10.16 No Partnership Status.  Nothing in this Agreement and no actions taken by the parties under this Agreement  shall constitute a partnership, association or other co-operative entity between any of the parties  or constitute any party the agent of any other party for any purpose.  10.17 Binding Effect.  This Agreement shall be binding upon the Company, the Holders, any spouse of  the Holders, and the heirs, executors, administrators and permitted successors and assigns of the  Holder.  10.18 Interpretation.  The division into sections and other subdivisions and the insertion of headings are  for convenience of reference only and shall not affect or be utilized in construing or interpreting  this Agreement and all references in this Agreement to any “article,” “section,” “schedule” or  “exhibit” are to the corresponding article, section, schedule or exhibit of or to this Agreement.  Unless otherwise specified, terms such as “herein,” “hereof,” “hereto” and “hereunder” refer to  this Agreement as a whole and not merely to any particular provision of this Agreement. For  purposes of this Agreement, the words “include,” “includes,” and “including,” and any variation  





 






DB1/ 124869655.12 32  thereof means “including without limitation” when used within and shall not be construed to limit  any general statement that it follows to the specific or similar items or matters immediately  following it. The word “or” shall not be exclusive. The word “will” shall be construed to have the  same meaning as the word “shall”. The words “to the extent” shall mean the degree to which a  subject or other things extends, and such phrase shall not mean simply “if”. All references to  currency, monetary values and dollars set forth herein shall, unless otherwise indicated, mean U.S.  dollars and all payments hereunder shall be made in U.S. dollars. All references to any period of  days are to the relevant number of calendar days unless Business Days are specified. Any deadline  or time period set forth in this Agreement that by its terms ends on a day that is not a Business Day  shall be automatically extended to the next succeeding Business Day. With respect to the  determination of any period of time, “from” means “from and including”. Each party hereto has  participated in the drafting of this Agreement, which each such party acknowledges is the result of  negotiations among such parties (as sophisticated Persons), and consequently, this Agreement shall  be interpreted without reference to any laws to the effect that any ambiguity in a document be  construed against the drafter. If an ambiguity or question of intent or interpretation arises, this  Agreement will be construed as if drafted jointly by the parties and no presumption or burden of  proof will arise favoring or disfavoring any party because of the authorship of any provision of  this Agreement. References to agreements and other documents shall be deemed to include all  amendments, modifications and supplements thereto. References to acts and statutes shall include  the rules and regulations promulgated thereunder, and any reference to any acts, statutes, rules and  regulations shall refer to the same as amended from time to time. The use herein of the masculine,  feminine or neuter forms shall also denote the other forms, as in each case the context may require.  Except when the context requires otherwise, any reference in this Agreement to a singular number  shall include the plural.  





 






DB1/ 124869655.12 1  This Agreement is executed by the Company and the Holders to be effective as of the date  first above written.  COMPANY  ADT Inc.  By: /s/ Jeffrey Likosar  Name:  Jeffrey Likosar  Title:  Chief Financial Officer  





 






DB1/ 124869655.12  HOLDERS  MGG SPV XI LLC  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SPV XIII LLC  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  COMPASS GROUP EQUITY  PARTNERS LLC  By: /s/ John Huhn  Name:  John Huhn  Title:  Managing Partner  SP CARRY, LLC  By: /s/ John Huhn  Name:  John Huhn  Title:  Managing Member  





 






DB1/ 124869655.12  COMPASS SOLAR ENERGY  MANAGEMENT HOLDINGS, LLC  By: Compass Solar Group LLC, its manager  By: /s/ John Huhn  Name:  John Huhn  Title:  President  FSM SOLAR, LLC  By: /s/ Toby Warticovschi  Name:  Toby Warticovschi  Title:  Manager  FSM SOLAR CO-INVEST, LLC  By: /s/ Toby Warticovschi  Name:  Toby Warticovschi  Title:  Manager  TGP SOLAR INVESTMENTS, LLC  By: TGP Investments II, LLC, its manager  By: /s/ Shane Parr  Name:  Shane Parr  Title:  Authorized Person  





 






DB1/ 124869655.12  ORANGE SOLAR HOLDCO, LLC  By: /s/ Marc Jones  Name:  Marc Jones  Title:  Managing Member   /s/ W. Edward Place  W. Edward Place  MGG CANADA FUND, LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SF DRAWDOWN UNLEVELED  FUND II (LUXEMBOURG) SCSP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SF EVERGREEN MASTER  FUND (CAYMAN) LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  





 






DB1/ 124869655.12  MGG SF EVERGREEN UNLEVERED  FUND LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SF DRAWDOWN UNLEVERED  FUND II LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SF DRAWDOWN UNLEVERED  FUND III LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SF DRAWDOWN UNLEVERED  MASTER FUND II (CAYMAN) LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  





 






DB1/ 124869655.12  MGG SF EVERGREEN UNLEVERED  MASTER FUND II (CAYMAN) LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SF DRAWDOWN UNLEVERED  MASTER FUND III (CAYMAN) LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  MGG SPECIAL OPPORTUNITIES  FUND CAYMAN) LP  By: /s/ Kevin Griffin  Name:  Kevin Griffin  Title:  CEO  





 






DB1/ 124869655.12  Annex I  Initial shares of Common Stock held by Holders  [See attached] 





 






DB1/ 124869655.12  Annex II  Notices  (i) If to the Company:  c/o ADT Inc.  1501 Yamato Road  Boca Raton, FL, 33431  Phone:   Attention: Chief Legal Officer  with a copy (which shall not constitute notice) to:  Morgan, Lewis & Bockius LLP One Federal Street  Boston, MA 02110  Phone: (617) 341-7701  Email: laurie.cerveny@morganlewis.com  Attention: Laurie A. Cerveny  (ii) If to the Holders: All communications shall be sent to the respective Holders at their  address and contact information set forth on Annex I hereto.   





 






DB1/ 124869655.12  Exhibit A  Adoption Agreement  [See attached] 





 






DB1/ 124869655.12  Exhibit B  Form of Spousal Consent  [See attached] 





 






DB1/ 124869655.12  Exhibit C  Representations and Warranties  [See attached]