exhibit102formofregisrat






EXHIBIT 10.2  FORM OF REGISTRATION RIGHTS AGREEMENT  by and among  VERTEX AEROSPACE HOLDCO LLC  the Persons listed on Schedule A hereto under the heading MANAGEMENT,  ALLY COMMERCIAL FINANCE, LLC  and  VECTRUS, INC.  Dated as of [__], 2022  





 






REGISTRATION RIGHTS AGREEMENT  This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to  time in accordance with the terms hereof, this “Agreement”) is made as of [__], 2022, by and  among Vectrus, Inc., an Indiana corporation (the “Company”), and Vertex Aerospace Holdco  LLC (“AIP”), the Persons listed on Schedule A hereto under the heading Management  (“Management”) and Ally Commercial Finance, LLC (“Ally”).  RECITALS  WHEREAS, on March 7, 2022, the Company entered into that certain Agreement and  Plan of Merger (the “Merger Agreement”), by and among the Company, Andor Merger Sub Inc.,  a Delaware corporation and direct wholly owned Subsidiary of the Company (“Merger Sub  Inc.”), Andor Merger Sub LLC, a Delaware limited liability company and direct wholly owned  Subsidiary of the Company (“Merger Sub LLC”), and Vertex Aerospace Services Holding Corp.,  a Delaware corporation (“Virgo”), pursuant to which, among other things, upon the terms and  subject to the conditions set forth therein: (a) Merger Sub Inc. will merge with and into Virgo (the  “First Merger”), with Virgo being the surviving corporation of the First Merger (Virgo, in its  capacity as the surviving corporation of the First Merger, the “First Merger Surviving  Corporation”); and (b) immediately following the First Merger, the First Merger Surviving  Corporation will merge with and into Merger Sub LLC (the “Second Merger” and, together with  the First Merger, the “Mergers”) with Merger Sub LLC being the surviving entity of the Second  Merger and a wholly owned Subsidiary of the Company;  WHEREAS, as a condition to the closing of the Mergers, the Company, AIP, Management  and Ally have entered into this Agreement and the Shareholders Agreement (as defined below);  and  WHEREAS, the Company, AIP, Management and Ally desire to enter into this Agreement  to set forth their understanding and agreement as to certain rights and obligations of the Holders  (as defined below) and the Company upon and after the consummation of the Mergers.  NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and  agreements of the parties hereinafter set forth and for other good and valuable consideration, the  receipt and sufficiency of which are hereby acknowledged, the parties hereby agree, intending to  be legally bound, as follows:  1. Certain Definitions.  As used herein, the following terms shall have the following  meanings:  “Additional Piggyback Rights” has the meaning set forth in Section 2.3(c).  “Adverse Disclosure” shall mean any public disclosure of material non-public  information, which disclosure, in the good faith judgment of the Company, after consultation with  counsel to the Company, (a) would be required to be made in any registration statement or SEC  report in order for it to not contain any untrue statement of a material fact or omit to state a material  fact necessary to make the statements contained therein (in the light of the circumstances under  





 






2  which they were made) not misleading, (b) would not be required to be made at such time if the  registration statement or report were not being filed, declared effective or used, as the case may  be, and (c) the Company has a bona fide business purpose for not making such information public.  “Affiliate” means (a) with respect to any AIP Person, any Person directly or indirectly  controlling or controlled by or under direct or indirect common control with such specified Person,  and includes any private equity investment fund which is the primary investment advisor (or an  Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person  directly or indirectly controlling or controlled by or under direct or indirect common control with  such Person; provided, that for purposes hereof, (i) each AIP Person shall be deemed to be an  Affiliate of every other AIP Person, (ii) neither the Company nor any Subsidiary of the Company  shall be deemed to be an Affiliate of any Holder, and (iii) except as set forth in clause (i) above,  no Holder shall be deemed to be an Affiliate of any other Holder.  For purposes of this definition,  “control” means the possession, directly or indirectly, of the power to direct or cause the direction  of the management and policies of a Person, whether through ownership of voting securities or  partnership or other ownership interests, by contract, as trustee or executor, or otherwise, and  “controlled” and “controlling” have meanings corresponding to the foregoing.  “Agreement” has the meaning set forth in the preamble.  “AIP” has the meaning set forth in the preamble.  “AIP Person” means AIP and any Permitted Transferee who is Assigned any or all of such  AIP Person’s Registrable Securities in accordance with Section 3.6.  “Ally” has the meaning set forth in the preamble.  “Assign” means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge,  hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable  Securities, whether voluntarily or by operation of law, including by way of a merger.  “Assignor,”  “Assignee,” “Assigning” and “Assignment” have meanings corresponding to the foregoing.  “Block Trade” means an underwritten transaction without substantial marketing efforts  prior to pricing, including a same day trade, overnight trade or similar transaction.  “Board” means the board of directors of the Company.  “Business Day” means any day other than a Saturday, Sunday or day on which banking  institutions in New York, New York are authorized or obligated by law or executive order to close.  “Claims” has the meaning set forth in Section 2.10(a).  “Closing” shall have the meaning given in the Merger Agreement.  “Closing Date” shall have the meaning given in the Merger Agreement.  “Company” has the meaning set forth in the preamble.  





 






3  “Company Shares” means common stock of the Company, par value $0.01 per share, and  any and all securities of any kind whatsoever of the Company that may be issued by the Company  after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant  to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations,  reorganizations and the like occurring after the date hereof.   “Demand” has the meaning set forth in Section 2.2(a).   “Demand Request” has the meaning set forth in Section 2.2(a).  “EDGAR” has the meaning set forth in Section 3.3.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Expenses” means any and all fees and expenses incident to the Company’s performance  of or compliance with Section 2, including, without limitation: (i) SEC, stock exchange or FINRA  registration and filing fees and all listing fees and fees with respect to the inclusion of securities  on the New York Stock Exchange or on any other securities market on which the Company Shares  are listed or quoted, (ii) fees and expenses of compliance with state securities or “blue sky” laws  and in connection with the preparation of a “blue sky” survey, including, without limitation,  reasonable fees and expenses of “blue sky” counsel of one (1) outside law firm for the  underwriters, (iii) printing and copying expenses, (iv) messenger and delivery expenses,  (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel  for the Company, (vii) with respect to each registration, the fees and disbursements of one counsel  for the Participating Holder(s) (selected by the Majority Participating Holders) not to exceed  $40,000 in the aggregate for each registration or underwritten offering without prior approval of  the Company, (viii) fees and disbursements of all independent public accountants incurred  specifically in connection with a registration (including the expenses of any audit and/or comfort  letter and updates thereof) and fees and expenses of other Persons retained by the Company,  including special experts, (ix) fees and expenses payable to any Qualified Independent  Underwriter, and (x) any other fees and disbursements of underwriters, if any, customarily paid by  issuers of securities (excluding, for the avoidance of doubt, any underwriting discount or spread).  “FINRA” means the Financial Industry Regulatory Authority.  “Form S-3 Shelf” means a registration statement on Form S-3 or other applicable  registration form, including Form S-1 to the extent the Company is not eligible to use Form S-3.  “Holder” or “Holders” means the AIP Persons, Ally, Management or any transferee of  Registrable Securities to whom any Person who is a party to this Agreement shall Assign any  rights hereunder in accordance with Section 3.6.  “Initiating Holder(s)” has the meaning set forth in Section 2.2(a).  “Lock Up Agreement” means any agreement between the Company, or any of its  Affiliates, and any Holder that provides for contractual restrictions on the transfer of Registrable  Securities held by such Holder.   





 






4  “Management” has the meaning set forth in the preamble.  “Manager” has the meaning set forth in Section 2.2(c).  “Majority Participating Holders” means the Participating Holders holding more than  50% of the Registrable Securities proposed to be included in an offering of Registrable Securities  pursuant to Section 2.2 or Section 2.3.  “Merger Agreement” has the meaning set forth in the recitals.  “Mergers” has the meaning set forth in the recitals.  “Misstatement” means an untrue statement of a material fact or an omission to state a  material fact required to be stated in a registration statement or prospectus or necessary to make  the statements in a registration statement or prospectus (in the case of a prospectus, in the light of  the circumstances under which they were made) not misleading.  “Participating Holders” means all Holders of Registrable Securities which are proposed  to be included in any registration or offering of Registrable Securities pursuant to Section 2.2 or  Section 2.3.  “Partner Distribution” has the meaning set forth in Section 2.2(b)(ii).   “Permitted Transferee” means, in the case of any Holder, an Affiliate of such Holder.  “Person” means any individual, corporation (including not-for-profit), general or limited  partnership, limited liability company, joint venture, estate, trust, association, organization,  governmental entity or agency or other entity of any kind or nature.  “Piggyback Shares” has the meaning set forth in Section 2.4(a)(v).  “Qualified Independent Underwriter” means a “qualified independent underwriter”  within the meaning of FINRA Rule 5121.  “Registrable Securities” means, subject to any adjustment in accordance with Section 3.1,  (i) any Company Shares held by the Holders immediately following the Closing (including any  securities distributable pursuant to the Merger Agreement) and (ii) any securities issued in  replacement of or exchange for any securities described in clause (i) above; provided that, as to  any Registrable Securities held by a particular Holder, such securities shall cease to be Registrable  Securities when:  (a)  a registration statement with respect to the sale of such securities shall have been  declared effective under the Securities Act and such securities shall have been sold, transferred,  disposed of or exchanged in accordance with such registration statement;  (b) such securities shall have ceased to be outstanding;   





 






5  (c) such securities may be sold without registration under Rule 144 or any successor  provisions or rule promulgated under the Securities Act (but with no volume or other restrictions  or limitations including as to manner or timing of sale); provided, however, that this clause (c)  shall not apply to the Registrable Securities held by any AIP Person; or  (d) such securities have been sold to, or through, a broker, dealer or underwriter or  pursuant to Rule 144 in a public distribution or other public securities transaction and are no  longer held by such Holder.   “Rule 144” and “Rule 144A” have the meaning set forth in Section 3.2.  “SEC” means the U.S. Securities and Exchange Commission.  “Section 2.4(a) Sale Number” has the meaning set forth in Section 2.4(a).  “Section 2.4(b) Sale Number” has the meaning set forth in Section 2.4(b).  “Securities Act” means the United States Securities Act of 1933, as amended, and any  successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be  in effect from time to time.  “Shareholders Agreement” means the Shareholders Agreement, dated as of the date  hereof, by and among the Company and the other parties thereto.  “Shelf” shall mean the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as  the case may be.  “Subsequent Shelf Registration Statement” means a new shelf registration statement  filed in the event the Shelf ceases to be effective while Registrable Securities are still outstanding.  “Subsidiary” means, with respect to any Person, any corporation, partnership, limited  liability company, or other business entity of which a majority of the voting securities or voting  interests is at the time beneficially owned, or the management of which is otherwise controlled,  directly or indirectly, through one or more intermediaries, or both, by such Person.  “Underwritten Shelf Takedown” means the sale of all or any portion of a Holders’  Registrable Securities in an underwritten offering that is registered pursuant to the Shelf.  “Valid Business Reason” has the meaning set forth in Section 2.8(b)(ii).  “Virgo” has the meaning set forth in the recitals.  2. Registration Rights.  2.1 Shelf Registration.   (a) As soon as practicable, but in no event later than forty-five (45) calendar days  following the Closing Date, the Company shall file with the SEC a registration statement for a  Shelf registration on a Form S-3 Shelf covering the resale of all the Registrable Securities  





 






6  (determined as of two (2) business days prior to such submission or filing) on a delayed or  continuous basis and, if such Shelf is not an automatically effective Shelf, shall use its  commercially reasonable efforts to have such Shelf declared effective as soon as practicable after  the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day following the  filing date thereof if the SEC notifies the Company that it will “review” the registration statement  and (b) the seventh (7th) business day after the date the Company is notified (orally or in writing,  whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not  be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities  included therein pursuant to any method or combination of methods legally available to, and  requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with  the terms hereof, and shall prepare and file with the SEC such amendments, including post- effective amendments, and supplements as may be necessary to keep a Shelf continuously  effective, available for use to permit the Holders named therein to sell their Registrable Securities  included therein and in compliance with the provisions of the Securities Act until such time as  there are no longer any Registrable Securities.   (b) If any Shelf ceases or will cease to be effective under the Securities Act for any  reason at any time while Registrable Securities are still outstanding, the Company shall use its  commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to  again become effective under the Securities Act or file a Subsequent Shelf Registration Statement registering the resale of all Registrable Securities (determined as of two (2) business days prior to  such filing), in each case using its commercially reasonable efforts to prevent any period in which  the Registrable Securities would not be subject to a Shelf, and pursuant to any method or  combination of methods legally available to, and requested by, any Holder named therein. If a  Subsequent Shelf Registration Statement is filed, the Company shall use its commercially  reasonable efforts to (i) if such Shelf is not an automatically effective Shelf, cause such Subsequent  Shelf Registration Statement to become effective under the Securities Act as promptly as is  reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration  Statement continuously effective, available for use to permit the Holders named therein to sell  their Registrable Securities included therein and in compliance with the provisions of the Securities  Act until such time as there are no longer any Registrable Securities.  (c) The Company’s obligations under this section shall, for the avoidance of doubt, be  subject to Section 2.8.  2.2 Demands for Underwritten Shelf Takedowns.   (a)  If at any time the Company shall receive a written request from a Holder or group  of Holders for an Underwritten Shelf Takedown (a “Demand Request,” and the underwritten  offering so requested is referred to herein as a “Demand,” and the sender(s) of such request  pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall  use its commercially reasonable efforts to effectuate such Underwritten Shelf Takedown as soon  as practicable (taking into account the required notice provisions in Section 2.3(a)), including  preparing and, if required by applicable law, filing any amendment or supplement to the related  prospectus or an amendment or supplement to any document incorporated therein by reference or  any other required document in such a manner as to permit such Holder or group of Holders to  deliver or be deemed to deliver such prospectus to purchasers of Registrable Securities in  





 






7  accordance with applicable law and to enable such Registrable Securities to be offered, sold and  distributed in the Underwritten Shelf Takedown. All requests for Underwritten Shelf Takedowns  shall specify the approximate number of Registrable Securities proposed to be sold in the  Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company is not obligated to  effect an Underwritten Shelf Takedown:  (i) within ninety (90) days of another Underwritten Shelf Takedown pursuant  to this Section 2.2;  (ii) during the period starting with the date thirty (30) days prior to the  Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90)  days after the effective date of, a Company-initiated registration (other than a registration  statement on Form S-4 or Form S-8 or any successor or other forms promulgated for similar  purposes or forms filed in connection with an exchange offer or any employee benefit or  stock purchase and/or dividend reinvestment plan), provided that the Company continues  to actively employ, in good faith, all commercially reasonable efforts to maintain the  effectiveness of the applicable registration statement;  (iii) where the anticipated offering price, before any underwriting discounts or  commissions and any offering-related expenses, is equal to or less than $50,000,000;  (iv) more than two (2) times per fiscal year of the Company; or  (v) more than five (5) times pursuant to this Agreement.  (b) (i) The Company, subject to Sections 2.4 and 2.7, shall include in an  Underwritten Shelf Takedown (x) the Registrable Securities of the Initiating Holders and  (y) the Registrable Securities of any other Holder of Registrable Securities, which shall  have made a written request to the Company for inclusion in such underwritten offering  pursuant to Section 2.3 (which request shall specify the maximum number of Registrable  Securities intended to be disposed of by such Participating Holder).  (ii) Notwithstanding anything contained herein to the contrary, the Company  shall, at the request of any Holder seeking to effect a distribution  to, and resale or  distribution by, the members or partners of a Holder for which the registration statement is  required under the Securities Act to make such resale or distribution (a “Partner  Distribution”), file any prospectus supplement or post-effective amendments and  otherwise take any action necessary to include therein all disclosure and language deemed  necessary or advisable by such Holder, subject to compliance with applicable securities  laws, if such disclosure or language was not included in the initial registration statement,  or revise such disclosure or language if deemed necessary or advisable by such Holder,  subject to compliance with applicable securities laws, including filing a prospectus  supplement naming the Holders, partners, members and shareholders to the extent required  by law, to effect such Partner Distribution.  





 






8  (c) In connection with any Underwritten Shelf Takedown, the Majority Participating  Holders shall have the right, following consultation with the Company, to designate the lead  managing underwriter (any lead managing underwriter for the purposes of this Agreement, the  “Manager”) in connection with such registration and each other managing underwriter for such  registration (which underwriter(s) shall consist of one or more reputable nationally recognized  investment banks).  (d) Notwithstanding anything to the contrary in this Agreement, the Company may  effectuate any Underwritten Shelf Takedown pursuant to any then effective registration statement  that is then available for such offering.  (e) The Company’s obligation under this section shall, for the avoidance of doubt, be  subject to Section 2.8.  2.3 Piggyback Registrations.  (a) If, at any time or from time to time the Company intends to register or commence  an offering of any of its securities for its own account or otherwise (other than a registration  statement (or any registered offering with respect thereto) (i) filed in connection with any  employee stock option or other benefit plan, (ii) pursuant to a registration statement on Form S-4  (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any  successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the  Company, (iv) for a dividend reinvestment plan, (v) filed pursuant to Section 2.1 hereunder, (vi) a  Block Trade or (vii) otherwise filed in connection with any merger, acquisition or similar  transaction, or any financing thereof, by or involving the Company or its subsidiaries pursuant to  registrations on Form S-4), the Company shall:  (i) promptly give to each Holder written notice thereof (in any event within  three (3) Business Days); and  (ii) include in such registration and in any underwriting involved therein (if  any), all the Registrable Securities specified in a written request or requests, made within  two (2) business days after receipt of such written notice from the Company, by any of the  Holders, except as set forth in Section 2.3(b) and Section 2.3(d), with the securities which  the Company at the time proposes to register or sell to permit the sale or other disposition  by the Holders (in accordance with the intended method of distribution thereof) of the  Registrable Securities to be so registered or sold, including, if necessary, by filing with the  SEC a supplement to the registration statement filed by the Company or the prospectus  related thereto.  There is no limitation on the number of such piggyback registrations  pursuant to the preceding sentence which the Company is obligated to effect.  No  registration of Registrable Securities effected under this Section 2.3(a) shall relieve the  Company of its obligations to effect Underwritten Shelf Takedowns under Section 2.2  hereof.  (b) If the registration in this Section 2.3 involves an underwritten offering, the right of  any Holder to include its Registrable Securities in a registration or offering pursuant to this  Section 2.3 shall be conditioned upon such Holder’s participation in the underwriting and the  





 






9  inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.   All Holders proposing to distribute their Registrable Securities through such underwriting shall  (together with the Company) enter into an underwriting agreement in customary form with the  underwriter or underwriters; provided that such underwriters are mutually acceptable to the  Majority Participating Holders and the Company.   (c) The Company, subject to Sections 2.4 and 2.7, may elect to include in any  registration statement and offering pursuant to a Demand by any Person, (i) authorized but  unissued shares of Company Shares or Company Shares held by the Company as treasury shares  and (ii) any other Company Shares which are requested to be included in such registration pursuant  to the exercise of piggyback registration rights granted by the Company after the date hereof and  which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this  Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be  permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting  agreement or arrangements, if any, entered into by the Initiating Holders.  (d) Notwithstanding anything in this Agreement to the contrary, the rights of each  Holder set forth in this Agreement shall be subject to Article 4 of the Shareholders Agreement and  any Lock Up Agreement that such Holder is party thereto.  2.4 Allocation of Securities Included in Registration Statement or Offering.  (a) Notwithstanding any other provision of this Agreement, in connection with an  underwritten offering initiated by a Demand Request, if the Manager advises the Initiating Holders  in writing that marketing factors require a limitation of the number of shares to be underwritten  (such number, the “Section 2.4(a) Sale Number”) within a price range acceptable to the Majority  Participating Holders, the Initiating Holders shall so advise all Holders of Registrable Securities  that would otherwise be underwritten pursuant hereto, and the Company shall use its commercially  reasonable efforts to include in such registration or offering, as applicable, the number of shares  of Registrable Securities in the registration and underwriting as follows:  (i) first, all Registrable Securities requested to be included in such registration  or offering by the Initiating Holders thereof; provided, however, that if such number of  Registrable Securities exceeds the Section 2.4(a) Sale Number, the number of such  Registrable Securities (not to exceed the Section 2.4(a) Sale Number) to be included in  such registration shall be allocated among all such Initiating Holders in proportion, as  nearly as practicable, to the respective amounts of Registrable Securities held by such  Initiating Holders at the time of filing of the registration statement or the time of the  offering, as applicable;     (ii) second, all Registrable Securities requested to be included in such  registration or offering by Holders pursuant to the exercise of piggyback rights pursuant to  Section 2.3(a); provided, however, that if such number of Registrable Securities exceeds  the Section 2.4(a) Sale Number, the number of such Registrable Securities (not to exceed  the Section 2.4(a) Sale Number) to be included in such registration shall be allocated  among all such Holders in proportion, as nearly as practicable, to the respective amounts  





 






10  of Registrable Securities held by such Holders at the time of filing of the registration  statement or the time of the offering, as applicable;  (iii) third, if by the withdrawal of Registrable Securities by a Participating  Holder, a greater number of Registrable Securities held by other Holders, may be included  in such registration or offering (up to the Section 2.4(a) Sale Number), then the Company  shall offer to all Holders who have included Registrable Securities in the registration or  offering the right to include additional Registrable Securities in the same proportions as set  forth in Section 2.4(a)(ii);  (iv) fourth, to the extent that the number of Registrable Securities to be included  pursuant to clause (i), (ii) and (iii) of this Section 2.4(a) is less than the Section 2.4(a) Sale  Number, and if the underwriter so agrees, any securities that the Company proposes to  register or sell, up to the Section 2.4(a) Sale Number; and  (v) fifth, to the extent that the number of securities to be included pursuant to  clauses (i), (ii), (iii) and (iv) of this Section 2.4(a) is less than the Section 2.4(a) Sale  Number, the remaining securities to be included in such registration or offering shall be  allocated on a pro rata basis among all Persons requesting that securities be included in  such registration or offering pursuant to the exercise of Additional Piggyback Rights  (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned  by each Person requesting inclusion in relation to the aggregate number of Piggyback  Shares owned by all Persons requesting inclusion, up to the Section 2.4(a) Sale Number.  Notwithstanding anything in this Section 2.4(a) to the contrary, no member of Management  will be entitled to include Registrable Securities in a registration requested pursuant to Section 2.2  to the extent the Manager of such offering shall determine in good faith that the participation of  such member of Management would adversely affect the marketability of the securities being sold  by the Initiating Holder(s) in such registration.  (b) Notwithstanding any other provision of this Agreement, in a registration involving  an underwritten offering on behalf of the Company, which was initiated by the Company, if the  Manager determines that marketing factors require a limitation of the number of shares to be  underwritten (such number, the “Section 2.4(b) Sale Number”) the Company shall so advise all  Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the  number of shares of Registrable Securities that may be included in the registration and  underwriting shall be allocated as follows:  (i) first, all equity securities that the Company proposes to register for its own  account;  (ii) second, to the extent that the number of securities to be included pursuant  to clause (i) of this Section 2.4(b) is less than the Section 2.4(b) Sale Number, among all  Holders in proportion, as nearly as practicable, to the respective amounts of Registrable  Securities requested for inclusion in such registration by Holders pursuant to Section 2.3  up to the Section 2.4(b) Sale Number; and  





 






11  (iii) third, to the extent that the number of securities to be included pursuant to  clauses (i) and (ii) of this Section 2.4(b) is less than the Section 2.4(b) Sale Number, the  remaining securities to be included in such registration shall be allocated on a pro rata basis  among all Persons requesting that securities be included in such registration pursuant to  the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback  Shares then owned by each Person requesting inclusion in relation to the aggregate number  of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.4(b)  Sale Number.  (c) If any Holder of Registrable Securities disapproves of the terms of the underwriting,  or if, as a result of the proration provisions set forth in clauses (a) or (b) of this Section 2.4, any  Holder shall not be entitled to include all Registrable Securities in a registration or offering that  such Holder has requested be included, such Holder may elect to withdraw such Holder’s request  to include Registrable Securities in such registration or offering or may reduce the number  requested to be included; provided, however, that (x) such request must be made in writing, to the  Company, Manager and, if applicable, the Initiating Holder(s), prior to the execution of the  underwriting agreement with respect to such registration and (y) such withdrawal or reduction  shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer  have any right to include such withdrawn Registrable Securities in the registration as to which  such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn  or reduced.  2.5 Registration Procedures.  Except as otherwise provided in this Agreement, if and  whenever the Company is required by the provisions of this Agreement to use commercially  reasonable efforts to effect or cause the registration of any Registrable Securities under the  Securities Act as provided in this Agreement, the Company shall promptly (in accordance with  this Agreement) in connection with the registration of the Registrable Securities and, where  applicable, a takedown off of a Shelf registration:  (a) prepare and file with the SEC a registration statement on an appropriate registration  form of the SEC for the disposition of such Registrable Securities in accordance with the intended  method of disposition thereof (including, without limitation, a Partner Distribution), which  registration form (i) shall be selected by the Company and (ii) shall, in the case of a Shelf  registration, be available for the sale of the Registrable Securities by the selling Holders thereof  and such registration statement shall comply as to form in all material respects with the  requirements of the applicable registration form and include all financial statements required by  the SEC to be filed therewith, and the Company shall use commercially reasonable efforts to cause  such registration statement to become effective and remain continuously effective from the date  such registration statement is declared effective until the first date as of which all of the Registrable  Securities included in the registration statement have been sold or have ceased to be Registrable  Securities (provided, however, that, upon request, before filing a registration statement or  prospectus or any amendments or supplements thereto, or comparable statements under securities  or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the  Company shall furnish to one counsel for the Holders participating in the planned offering  (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies  of all such documents proposed to be filed (including all exhibits thereto), which documents will  be subject to the reasonable review and reasonable comment of such counsel (provided that the  





 






12  Company shall be under no obligation to make any changes suggested by the Holders), and the  Company shall not file a Shelf registration statement or amendment thereto, any prospectus or  supplement thereto or any free writing prospectus related thereto (other than any amendments or  supplements as a result of the filing of any documents that are incorporated by reference in any of  the foregoing) to which the Majority Participating Holders or the underwriters, if any, shall  reasonably object); (b) prepare and file with the SEC such amendments and supplements to such  registration statement and the prospectus used in connection therewith as may be necessary to keep  such registration statement continuously effective for the period set forth in Section 2.5(a) and to  comply with the provisions of the Securities Act with respect to the sale or other disposition of all  Registrable Securities covered by such registration statement in accordance with the intended  methods of disposition (including to effect a Partner Distribution) by the seller or sellers thereof  set forth in such registration statement, including, at the reasonable request of any Holder, any  disclosure and language deemed necessary or advisable by such Holder if such disclosure or  language was not included in a Shelf, or revise such disclosure or language if deemed necessary  or advisable by such Holder, including filing a prospectus supplement naming the Holders,  Permitted Transferees, partners, members and shareholders to the extent required by law, in each  case in accordance with and as permitted by applicable securities laws and not inconsistent with  the other provisions of this Agreement; (c) in the event of any Underwritten Shelf Takedown, enter into and perform its  obligations under an underwriting agreement, in usual and customary form, with the Manager of  such offering; provided that such underwriting agreement shall (i) be satisfactory in form and  substance to the Majority Participating Holders and (ii) contain terms not inconsistent with the  provisions of this Agreement;  (d) furnish, without charge, to each Participating Holder and each underwriter, if any,  of the securities covered by such registration statement such number of copies of such registration  statement, each amendment and supplement thereto (in each case including all exhibits), the  prospectus included in such registration statement (including each preliminary prospectus and any  summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and each  free writing prospectus utilized in connection therewith, in each case, in conformity with the  requirements of the Securities Act, and other documents, as such seller and underwriter may  reasonably request in order to facilitate the public sale or other disposition of the Registrable  Securities owned by such seller;   (e) use commercially reasonable efforts to register or qualify the Registrable Securities  covered by such registration statement under such other securities or state “blue sky” laws of such  jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, shall  reasonably request in writing, and do any and all other acts and things which may be reasonably  necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition  of the Registrable Securities in such jurisdictions (including keeping such registration or  qualification in effect for so long as such registration statement remains in effect), except that in  no event shall the Company be required to qualify to do business as a foreign corporation in any  jurisdiction where it would not, but for the requirements of this Agreement, be required to be so  





 






13  qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of  process in any such jurisdiction;  (f) promptly notify each Participating Holder and each managing underwriter, if any:  (i) when the registration statement, any pre-effective amendment, the prospectus or any  prospectus supplement related thereto, any post-effective amendment to the registration  statement or any free writing prospectus has been filed (other than any documents that are  incorporated by reference in any of the foregoing) and, with respect to the registration statement  or any post-effective amendment, when the same has become effective; (ii) of any request by the  SEC or state securities authority for amendments or supplements to the registration statement or  the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of  any stop order suspending the effectiveness of the registration statement or the initiation of any  proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect  to the suspension of the qualification of any Registrable Securities for sale under the securities or  state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;  (v) of the existence of any fact of which the Company becomes aware which results in the  registration statement or any amendment thereto, the prospectus related thereto or any  supplement thereto, any document incorporated therein by reference, any free writing prospectus  or the information conveyed to any purchaser at the time of sale to such purchaser containing an  untrue statement of a material fact or omitting to state a material fact required to be stated therein  or necessary to make any statement therein not misleading; and (vi) if at any time between the  signing and closing of an offering to which an underwriting agreement, securities sale  agreement, or other similar agreement relates, the representations and warranties contemplated  by such agreement shall cease to be true and correct in all material respects; and, if the  notification relates to an event described in clause (v), the Company shall promptly prepare and  furnish to each such seller and each underwriter, if any, a reasonable number of copies of a  prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such  Registrable Securities, such prospectus shall not include an untrue statement of a material fact or  omit to state a material fact required to be stated therein or necessary to make the statements  therein in the light of the circumstances under which they were made not misleading;  (g) comply (and continue to comply) with all applicable rules and regulations of the  SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in  Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in  Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally  available to its security holders, as soon as reasonably practicable after the effective date of the  registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the  end of such 12 month period described hereafter), an earnings statement (which need not be  audited) covering the period of at least 12 consecutive months beginning with the first day of the  Company’s first fiscal quarter after the effective date of the registration statement, which earnings  statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158  thereunder;  (h) (i) cause all such Registrable Securities covered by such registration statement to  be listed on the principal securities exchange on which similar securities issued by the Company  are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules  of such exchange, and (ii) comply (and continue to comply) with the requirements of any self- 





 






14  regulatory organization applicable to the Company, including without limitation all corporate  governance requirements;  (i) cause to be maintained a transfer agent and registrar for all such Registrable  Securities covered by such registration statement;  (j) enter into such customary agreements (including, if applicable, an underwriting  agreement) and take such other actions as the Majority Participating Holders or the underwriters  shall reasonably request in order to expedite or facilitate the disposition of such Registrable  Securities, in each case in accordance with and as permitted by applicable securities laws and not  inconsistent with the other provisions of this Agreement;  (k) in the event of an underwritten offering, to the extent customary for a transaction  of its type, use commercially reasonable efforts (i) to obtain an opinion from the Company’s  counsel and a comfort letter and updates thereof from the Company’s independent public  accountants who have certified the Company’s financial statements included or incorporated by  reference in such registration statement, in each case, in customary form and covering such matters  as are customarily covered by such opinions and comfort letters (including, in the case of such  comfort letter, events subsequent to the date of such financial statements) delivered to underwriters  in underwritten public offerings, which opinion and letter shall be dated the dates such opinions  and comfort letters are customarily dated and otherwise reasonably satisfactory to the underwriters,  if any, and to the Majority Participating Holders, and (ii) furnish to each Holder participating in  the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such  underwriter;  (l) use commercially reasonable efforts to obtain the prompt withdrawal of any order  suspending the effectiveness of the registration statement, or the prompt lifting of any suspension  of the qualification of any of the Registrable Securities for sale in any jurisdiction;  (m) provide a CUSIP number for all Registrable Securities, not later than the effective  date of the registration statement;  (n) in the event of an underwritten offering, use commercially reasonable efforts to  make available, upon reasonable notice and at reasonable times, its senior executives for customary  participation in “road shows” and other marketing efforts and otherwise provide assistance  reasonably and customarily requested by the underwriters (taking into account the needs of the  Company’s businesses and the requirements of the marketing process) in marketing the  Registrable Securities in any underwritten offering;  (o) in connection with a sale of Registrable Securities, cooperate with the Participating  Holders and the managing underwriter, if any, to (i) subject to the applicable procedures and  requirements of the transfer agent, and the delivery of customary seller representations and other  information, facilitate the timely preparation and delivery of certificates not bearing any restrictive  legends representing the Registrable Securities being sold, and (ii) subject to the applicable  procedures, timing and requirements of the transfer agent, use commercially reasonable efforts to  cause such Registrable Securities to be issued in such denominations and registered in such names  in accordance with the underwriting agreement at least three Business Days prior to any sale of  





 






15  Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with  the instructions of the Participating Holders at least three Business Days prior to any sale of  Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to  release any stop transfer orders in respect thereof;  (p) in the event of an underwritten offering, to the extent customary for a transaction  of its type, cooperate with any due diligence investigation by any Manager, underwriter or  Participating Holder and make available such customary documents and records of the Company  and its Subsidiaries that they reasonably request (which, in the case of the Participating Holder,  may be subject to the execution by the Participating Holder of a customary confidentiality  agreement in a form which is reasonably satisfactory to the Company), subject to customary  exclusions, including for privileged information;  (q) take no direct or indirect action prohibited by Regulation M under the Exchange  Act;   (r) take all reasonable action to ensure that any free writing prospectus utilized in  connection with any registration covered by Section 2.2 or 2.3 complies in all material respects  with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby,  is retained in accordance with the Securities Act to the extent required thereby and, when taken  together with the related prospectus, shall not contain any Misstatement; and  (s) in connection with any Underwritten Shelf Takedown, if at any time the  information conveyed to a purchaser at the time of sale includes any Misstatement, promptly file  with the SEC such amendments or supplements to such information as may be necessary to cure  such Misstatement.  It shall be a condition precedent to the obligations of the Company to take any action  pursuant to Sections 2.2, 2.3, or 2.5 that each Participating Holder shall furnish to the Company  such information regarding themselves, the Registrable Securities held by them, and the intended  method of disposition of such securities as the Company may from time to time reasonably request  so long as such information is necessary for the Company to consummate such registration and  shall be used only in connection with such registration.  If any such registration statement or comparable statement under state “blue sky” laws  refers to any Holder by name or otherwise as the Holder of any securities of the Company, then  such Holder shall have the right to require (i) the insertion therein of language, in form and  substance satisfactory to such Holder, to the effect that the holding by such Holder of such  securities is not to be construed as a recommendation by such Holder of the investment quality of  the Company’s securities covered thereby and that such holding does not imply that such Holder  will assist in meeting any future financial requirements of the Company, or (ii) in the event that  such reference to such Holder by name or otherwise is not in the judgment of the Company, as  advised by counsel, required by the Securities Act or any similar federal statute or any state “blue  sky” or securities law then in force, the deletion of the reference to such Holder.  2.6 Registration Expenses.  All Expenses incurred in connection with any offering,  registration, filing, qualification or compliance pursuant to Section 2 shall be borne by the  





 






16  Company.  All incremental selling expenses relating to the sale of Registrable Securities, including  underwriting discounts and selling commissions relating to securities registered by the Holders  and, other than as set forth in the definition of “Expenses,” all fees and expenses of any legal  counsel representing the Holders, shall be borne by the holders of such securities pro rata in  accordance with the number of shares sold in the offering by such Participating Holder.  2.7 Certain Limitations on Registration Rights.  In the case of any registration under  Section 2.2 pursuant to an underwritten offering, or, in the case of a registration under Section 2.3,  all securities to be included in such registration shall be subject to the underwriting agreement and  no Person may participate in such registration or offering unless such Person (i) agrees to sell such  Person’s securities on the basis provided therein and completes and executes all reasonable  questionnaires, and other documents (including custody agreements and powers of attorney) which  must be executed in connection therewith; provided, however, that all such documents shall be  consistent with the provisions hereof, and (ii) provides such other information to the Company or  the underwriter as may be necessary to register such Person’s securities.  2.8 Limitations on Sale or Distribution of Other Securities.  (a) Upon receipt of written notice from the Company that a registration statement or  prospectus contains a Misstatement, each Holder shall forthwith discontinue disposing of  Registrable Securities until it has received copies of a supplemented or amended prospectus  correcting the Misstatement (it being understood that the Company hereby covenants to prepare  and file such supplement or amendment as soon as reasonably practicable after the time of such  notice), or until it is advised in writing by the Company that the use of the prospectus may be  resumed.  (b) Subject to Section 2.8(d), the Company may, upon giving prompt written notice  (the “Suspension Notice”) to the Holders, postpone filing a registration statement relating to a  Demand Request, suspend sales under an existing Shelf registration statement, cause a registration  statement to be withdrawn and its effectiveness terminated or postpone amending or  supplementing a registration statement:  (i) if the Company would be required to (1) make an Adverse Disclosure or  (2) include in such registration statement financial statements that are unavailable to the  Company for reasons beyond the Company’s control (provided that the Company will  use commercially reasonable efforts to obtain such financial statements as soon as  practicable); and  (ii) if the negotiation or consummation of a material financing, acquisition,  corporate reorganization, merger, other transaction or event involving the Company or any  of its subsidiaries is pending or an event has occurred, which negotiation, consummation  or event, the Board reasonably believes would require additional disclosure by the  Company in the registration statement of material information that the Company has a bona  fide business purpose for keeping confidential, and the non-disclosure of which in the  registration statement would be expected, in the reasonable determination of the Board, to  cause the registration statement to fail to comply with applicable disclosure requirements  (each of the foregoing, a “Valid Business Reason”).   





 






17  The Suspension Notice shall not specify the nature of the event giving rise to such delay or  suspension.  (c) In the event the Company exercises its rights under Section 2.8(b), the Holders  agree to (i) suspend, immediately upon their receipt of the Suspension Notice, their use of the  prospectus relating to any registration in connection with any sale or offer to sell Registrable  Securities until such Holder receives written notice from the Company that such sales or offers of  Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice  and its contents and (ii) if so directed by the Company, deliver to the Company (at the Company’s  expense) all copies, other than permanent file copies, then in such Holder’s possession of the  prospectus covering such Registrable Securities that was in effect at the time of receipt of the  Suspension Notice.  (d) The right to delay or suspend any filing, initial effectiveness or continued use of a  registration statement pursuant to Section 2.8(b) or a registered offering pursuant to Section 2.1  shall only be exercised by the Company for the shortest period of time determined in good faith  by the Company to be necessary for such purpose, which will in no event be for more than ninety  (90) calendar days during any twelve (12)-month period.  If the Company shall give any notice  of withdrawal or postponement of a registration statement pursuant to this section, the Company  shall, not later than five Business Days after the event that caused such withdrawal or  postponement no longer exists, use commercially reasonable efforts to effect the registration  under the Securities Act of the Registrable Securities covered by the withdrawn or postponed  registration.   (e) If the Company shall have withdrawn or prematurely terminated a registration  statement filed pursuant to a Demand Request (whether pursuant to Section 2.8 or as a result of  any stop order, injunction or other order or requirement of the SEC or any other governmental  agency or court), the Company shall not be considered to have effected an effective registration or  Demand for the purposes of this Agreement until the Company shall have filed a new registration  statement covering the Registrable Securities covered by the withdrawn registration statement and  such registration statement shall have been declared effective and shall not have been withdrawn.   If, following receipt of a Suspension Notice, an Initiating Holder withdraws its Demand Request,  the Company shall not be considered to have effected an effective registration or Demand for the  purposes of this Agreement.  (f) Each Holder agrees, (i) to the extent requested in writing by a managing  underwriter, if any, of any registration effected pursuant to Section 2.2, not to sell, transfer or  otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any  Company Shares or any other equity security of the Company or any security convertible into or  exchangeable or exercisable for any equity security of the Company (other than as part of such  underwritten public offering) during the time period reasonably requested by the managing  underwriter, not to exceed 90 days from the pricing date of such offering or such shorter period as  the managing underwriter, the Company or any executive officer or director of the Company shall  agree to, provided that, if a managing underwriter or underwriters of an offering releases any  Person from its similar obligations, each other Holder shall be released from its obligations under  this Section 2.8, on a pro rata basis, in accordance with the number of Registrable Securities held  by them at such time, and (ii) to the extent requested in writing by a managing underwriter of any  





 






18  underwritten public offering effected by the Company for its own account, not to sell any Company  Shares (other than as part of such underwritten public offering) during the time period reasonably  requested by the managing underwriter, which period shall not exceed 90 days; and, if so  requested, each Holder agrees to enter into a customary lock-up agreement, not to exceed ninety  (90) days from the pricing date of such offering, with such managing underwriter.  2.9 No Required Sale.  Nothing in this Agreement shall be deemed to create an  independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any  effective registration statement.  2.10 Indemnification.  (a) In the event of any registration and/or offering of any securities of the Company  under the Securities Act pursuant to this Section 2, the Company shall, and hereby agrees to, and  hereby does, indemnify, defend and hold harmless, to the fullest extent permitted by law, each  Holder, its directors, officers, fiduciaries, employees, shareholders, members or general and  limited partners (and the directors, officers, fiduciaries, employees, shareholders, members or  general and limited partners thereof), any underwriter (as defined in the Securities Act) for such  Holder and each Person, if any, who controls such Holder or underwriter within the meaning of  the Securities Act or Exchange Act, from and against any and all losses, claims, damages or  liabilities, joint or several, actions or proceedings (whether commenced or threatened) and  expenses (including reasonable fees of one (1) outside law firm and any amounts paid in any  settlement effected with the Company’s consent, which consent shall not be unreasonably  withheld or delayed) to which each such indemnified party may become subject under the  Securities Act or otherwise in respect thereof (collectively, “Claims”), insofar as such Claims  arise out of or are based upon (i) an untrue or alleged untrue statement of a material fact or an  omission or alleged omission to state a material fact required to be stated in a registration  statement or a preliminary or final prospectus, including any free writing prospectus, or any  amendments or supplements thereto, necessary to make the statements therein (in the case of a  prospectus or an amendment or supplement thereto, in the light of the circumstances under which  they were made) not misleading, or (ii) any violation or alleged violation by the Company of any  federal, state or common law rule or regulation applicable to the Company and relating to action  required of or inaction by the Company in connection with any such registration statement, any  preliminary or final prospectus contained therein, or any amendment or supplement thereto,  together with the documents incorporated by reference therein, or any free writing prospectus  utilized in connection therewith, and the Company shall reimburse any such indemnified party  for any legal or other expenses reasonably incurred by such indemnified party in connection with  investigating or defending any such Claim as such expenses are incurred; provided, however,  that the Company shall not be liable to any such indemnified party in any such case to the extent  such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a  material fact or omission or alleged omission of a material fact made in such registration  statement or amendment thereof or supplement thereto or in any such prospectus or any  preliminary or final prospectus or free writing prospectus in reliance upon and in conformity  with information furnished to the Company by or on behalf of such indemnified party  specifically for use therein.  Such indemnity and reimbursement of expenses shall remain in full  force and effect regardless of any investigation made by or on behalf of such indemnified party  and shall survive the transfer of such securities by such seller.  





 






19  (b) Each Participating Holder shall, severally and not jointly, indemnify, defend and  hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this  Section 2.10) to the extent permitted by law the Company, its officers, directors, fiduciaries,  employees, shareholders (and the directors, officers, fiduciaries, employees, or shareholders  thereof), each Person controlling the Company within the meaning of the Securities Act, each  underwriter (within the meaning of the Securities Act) of the Company’s securities covered by  such a registration statement, any Person who controls such underwriter, and any other Holder  selling securities in such registration statement and each of its directors, officers, partners or agents  or any Person who controls such Holder with respect to an untrue or alleged untrue statement of a  material fact or an omission or alleged omission to state a material fact required to be stated in a  registration statement or a preliminary or final prospectus, including any free writing prospectus,  or any amendments or supplements thereto, necessary to make the statements therein (in the case  of a prospectus or an amendment or supplement thereto, in the light of the circumstances under  which they were made) not misleading, if such statement or alleged statement or omission or  alleged omission was made in reliance upon and in conformity with written information furnished  to the Company or its representatives by or on behalf of such Participating Holder, specifically for  use therein and reimburse such indemnified party for any legal or other expenses reasonably  incurred in connection with investigating or defending any such Claim as such expenses are  incurred; provided, however, that the aggregate amount which any such Participating Holder shall  be required to pay pursuant to this Section 2.10(b) and Sections 2.10(c) and (e) shall in no case be  greater than the amount of the net proceeds actually received by such Participating Holder upon  the sale of the Registrable Securities pursuant to the registration statement giving rise to such  Claim.  Such indemnity and reimbursement of expenses shall remain in full force and effect  regardless of any investigation made by or on behalf of such indemnified party and shall survive  the transfer of such securities by such Holder.  (c) Indemnification similar to that specified in the preceding paragraphs (a) and (b) of  this Section 2.10 (with appropriate modifications) shall be given by the Company and each  Participating Holder with respect to any required registration or other qualification of securities  under any applicable securities and state “blue sky” laws.  (d) Any Person entitled to indemnification under this Agreement shall notify promptly  the indemnifying party in writing of the commencement of any action or proceeding with respect  to which a claim for indemnification may be made pursuant to this Section 2.10, but the failure of  any indemnified party to provide such notice shall not relieve the indemnifying party of its  obligations under the preceding paragraphs of this Section 2.10, except to the extent the  indemnifying party is materially and actually prejudiced thereby and shall not relieve the  indemnifying party from any liability which it may have to any indemnified party otherwise than  under this Section 2.  In case any action or proceeding is brought against an indemnified party, the  indemnifying party shall be entitled to (x) participate in such action or proceeding and (y) unless,  in the reasonable opinion of outside counsel to the indemnified party, a conflict of interest between  such indemnified and indemnifying parties may exist in respect of such claim, assume the defense  thereof jointly with any other indemnifying party similarly notified, with counsel reasonably  satisfactory to such indemnified party.  The indemnifying party shall promptly notify the  indemnified party of its decision to assume the defense of such action or proceeding.  If, and after,  the indemnified party has received such notice from the indemnifying party, the indemnifying  party shall not be liable to such indemnified party for any legal or other expenses subsequently  





 






20  incurred by such indemnified party in connection with the defense of such action or proceeding  other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party  fails to take reasonable steps necessary to defend diligently the action or proceeding within 20  days after receiving notice from such indemnified party that the indemnified party believes it has  failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which  is also brought against the indemnifying party reasonably shall have concluded that there may be  one or more legal or equitable defenses available to such indemnified party which are not available  to the indemnifying party or which may conflict with those available to another indemnified party  with respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise  inappropriate under applicable standards of professional conduct, then, in any such case, the  indemnified party shall have the right to assume or continue its own defense as set forth above (but  with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to  the extent any indemnified party or parties reasonably shall have made a conclusion described in  clause (ii) or (iii) above) and the indemnifying party shall be liable for any expenses therefor.  No  indemnifying party shall, without the written consent of the indemnified party, effect the settlement  or compromise of, or consent to the entry of any judgment with respect to, any pending or  threatened action or claim in respect of which indemnification or contribution may be sought  hereunder (whether or not the indemnified party is an actual or potential party to such action or  claim), unless such settlement or compromise (i) includes an unconditional release of such  indemnified party from all liability on any claims that are the subject matter of such action or claim  and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act  by or on behalf of an indemnified party.  In the event that AIP Persons are the indemnified parties,  the indemnity obligations contained in Sections 2.10(a) and 2.10(b) shall not apply to amounts  paid in settlement of any such Claim if such settlement is effected without the consent of the AIP  Persons, which consent shall not be unreasonably conditioned or withheld.  (e) If for any reason the foregoing indemnity is held by a court of competent  jurisdiction to be unavailable to an indemnified party under Section 2.10(a), (b) or (c), then each  applicable indemnifying party shall contribute to the amount paid or payable to such indemnified  party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the  indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to  such Claim as well as any other relevant equitable considerations.  The relative fault shall be  determined by a court of law by reference to, among other things, whether the untrue or alleged  untrue statement of a material fact or the omission or alleged omission to state a material fact  relates to information supplied by the indemnifying party or the indemnified party and the parties’  relative intent, knowledge, access to information and opportunity to correct or prevent such untrue  statement or omission.  If, however, the allocation provided in the second preceding sentence is  not permitted by applicable law, then each indemnifying party shall contribute to the amount paid  or payable by such indemnified party in such proportion as is appropriate to reflect not only such  relative faults but also the relative benefits of the indemnifying party and the indemnified party as  well as any other relevant equitable considerations.  The parties hereto agree that it would not be  just and equitable if any contribution pursuant to this Section 2.10(e) were to be determined by pro  rata allocation or by any other method of allocation which does not take account of the equitable  considerations referred to in the preceding sentences of this Section 2.10(e).  The amount paid or  payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably  incurred by such indemnified party in connection with investigating or defending any such Claim.   No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the  





 






21  Securities Act) shall be entitled to contribution from any Person who was not guilty of such  fraudulent misrepresentation.  Notwithstanding anything in this Section (e) to the contrary, no  indemnifying party (other than the Company) shall be required pursuant to this Section 2.10(e) to  contribute any amount greater than the amount of the net proceeds actually received by such  indemnifying party upon the sale of the Registrable Securities pursuant to the registration  statement giving rise to such Claim, less the amount of any indemnification payment made by such  indemnifying party pursuant to Section 2.10(b) and (c).  (f) The indemnity and contribution agreements contained herein shall be in addition to  any other rights to indemnification or contribution which any indemnified party may have pursuant  to law or contract (except as set forth in subsection (h) below) and shall remain operative and in  full force and effect regardless of any investigation made or omitted by or on behalf of any  indemnified party and shall survive the transfer of the Registrable Securities by any such party and  the completion of any offering of Registrable Securities in a registration statement.  In the event  one or more Holders effect a Partner Distribution pursuant to a registration statement in which the  name of partners, members or shareholders who receive a distribution are named in a prospectus  supplement or registration statement, the partners, members or shareholders so named shall be  entitled to indemnification and contribution by the Company to the same extent as a Holder  hereunder.  (g) The indemnification and contribution required by this Section 2.10 shall be made  by periodic payments of the amount thereof during the course of the investigation or defense, as  and when bills are received or expense, loss, damage or liability is incurred; provided, however,  that the recipient thereof hereby undertakes to repay such payments if and to the extent it shall be  determined by a court of competent jurisdiction that such recipient is not entitled to such payment  hereunder.  (h) If a customary underwriting agreement shall be entered into in connection with any  registration pursuant to Section 2.2 or 2.3, the indemnity, contribution and related provisions set  forth therein shall supersede the indemnification and contribution provisions set forth in this  Section 2.10.  3. General. 3.1 Adjustments Affecting Registrable Securities.  The provisions of this Agreement  shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and  all shares of capital stock of the Company or any successor or assign of the Company (whether by  merger, share exchange, consolidation, sale of assets or otherwise) which may be issued in respect  of, in exchange for or in substitution of, Registrable Securities and shall be appropriately adjusted  for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring  after the date hereof.  3.2 Rule 144 and Rule 144A.  The Company covenants that (i) so long as it remains  subject to the reporting provisions of the Exchange Act, it shall timely file the reports required to  be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports  under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144  under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not  





 






22  required to file such reports, it shall, upon the request of any Holder, make publicly available other  information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under  the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations  hereafter adopted by the SEC, and (ii) it shall take such further action as any Holder may  reasonably request, all to the extent required from time to time to enable such Holder to sell  Registrable Securities without registration under the Securities Act within the limitation of the  exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation  hereafter adopted by the SEC.  Upon the request of any Holder of Registrable Securities, the  Company shall deliver to such Holder a written statement by the Company that it has complied  with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time  after it has become subject to such reporting requirements), or that it qualifies as a registrant whose  securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most  recent annual or quarterly report of the Company and such other reports and documents so filed  by the Company and such other information as may be reasonably requested in availing any Holder  of any rule or regulation of the SEC which permits the selling of any such securities without  registration or pursuant to such form.  3.3 EDGAR Filings. Notwithstanding anything contained in this Agreement, the  Company shall have no obligation to furnish any documents publicly filed or furnished with the  Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System  (“EDGAR”).  3.4 Amendments and Waivers; Termination.  Any provision of this Agreement may be  amended and the observance thereof may be waived (either generally or in a particular instance  and either retroactively or prospectively) only with the written consent of the Company and the  Holders of at least a majority-in-interest of the Registrable Securities at the time in question.  Any  amendment or waiver effected in accordance with this Section 3.3 shall be binding upon each  Holder and the Company.  Any waiver of any breach or default by any other party of any of the  terms of this Agreement effected in accordance with this Section 3.3 shall not operate as a waiver  of any other breach or default, whether similar to or different from the breach or default waived.   No waiver of any provision of this Agreement shall be implied from any course of dealing between  the parties hereto or from any failure by any party to assert its or his or her rights hereunder on any  occasion or series of occasions.  This Agreement shall terminate on the earlier of (a) the twelfth  (12th) anniversary of the date of this Agreement and (b) as to any Holder when it no longer holds  any Registrable Securities.  3.5 Notices.  Unless otherwise specified herein, all notices, consents, approvals,  reports, designations, requests, waivers, elections and other communications authorized or  required to be given pursuant to this Agreement shall be in writing and shall be given, made or  delivered (and shall be deemed to have been duly given, made or delivered upon receipt) by (a)  personal hand-delivery, (b) electronic mail, (c) mailing in a sealed envelope, registered first-class  mail, postage prepaid, return receipt requested, or (d) nationally recognized air courier  guaranteeing overnight delivery, in each case, addressed to the Company or the AIP Persons at the  address set forth below or to the applicable Holder (other than the AIP Persons) at the address  indicated on Schedule A hereto (or at such other address for a Holder as shall be specified by like  notice):  





 






23  if to the Company:  Vectrus  7901 Jones Branch Drive, Suite 700  McLean, VA 22102  Attention: Kevin T. Boyle  Email:  kevin.boyle@Vectrus.com  with a copy (which shall not constitute notice) to:  Skadden, Arps, Slate, Meagher & Flom LLP  One Manhattan West  New York, New York 10001  Attention: Kenneth M. Wolff  E-Mail: kenneth.wolff@skadden.com  if to the AIP Persons:  American Industrial Partners  450 Lexington Avenue, 40th Floor  New York, New York  10017  Attention: Dino Cusumano  Joel Rotroff  E-Mail: dino@americanindustrial.com  jrotroff@americanindustrial.com  notices@americanindustrial.com  with a copy (which shall not constitute notice) to:  Jones Day  250 Vesey St.  New York, New York 10281  Attention:  James Dougherty   Justin A. Macke   E-mail: jpdougherty@jonesday.com   jamacke@jonesday.com  3.6 Successors and Assigns.  (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto  and their respective heirs, successors, legal representatives and permitted assigns.  (b) A Holder may Assign his, her or its rights under this Agreement without the  Company’s consent to an Assignee of Registrable Securities which (i) is with respect to any  Holder, the spouse, parent, sibling, child, step-child or grandchild of such Holder, or the spouse  thereof and any trust, limited liability company, limited partnership, private foundation or other  





 






24  estate planning vehicle wholly owned or controlled by such Holder or for the benefit of any of  the foregoing or other persons pursuant to the laws of descent and distribution, or (ii) is a legatee,  executor or other fiduciary pursuant to a last will and testament of the Holder or pursuant to the  terms of any trust which take effect upon the death of the Holder.  Notwithstanding the  provisions of Section 3.6(b), a Holder may transfer any or all of its Company Shares at any time  to a Permitted Transferee in accordance with the Shareholders Agreement; provided, that such  Permitted Transferee shall agree in writing that it shall, upon such transfer, assume with respect  to such Company Shares the transferor’s obligations under this Agreement and become a Party  for such purpose and be treated as a Holder for all purposes of this Agreement, and become a  party to any other applicable agreement or instrument executed and delivered by such transferor  in respect of the Company Shares.  Subject to subsection (c) below, any Assignment shall be  conditioned upon prior written notice to the Company identifying the name and address of such  Assignee and any other material information as to the identity of such Assignee as may be  reasonably requested, and Schedule A hereto shall be updated to reflect such Assignment.  (c) Notwithstanding anything to the contrary contained in this Section 3.6, any Holder  may elect to transfer all or a portion of its Registrable Securities to any third party without  Assigning its rights hereunder with respect thereto, provided that in any such event all rights under  this Agreement with respect to the Registrable Securities so transferred shall cease and terminate.  3.7 Limitations on Subsequent Registration Rights.  From and after the date of this  Agreement, the Company shall not, without the consent of the Holders of at least a majority of the  Registrable Securities at the time in question, enter into any agreement with any holder or  prospective holder of any securities of the Company which provides such holder or prospective  holder of securities of the Company rights that are more favorable taken as a whole than the  registration rights granted to the Holders hereunder unless the Company shall also give such rights  to such Holders.  3.8 Entire Agreement.  This Agreement, the Shareholders Agreement and the other  agreements referenced herein and therein constitute the entire agreement among the parties hereto  with respect to the subject matter hereof, and supersede any prior agreement or understanding  among them with respect to the matters referred to herein.  3.9 Governing Law; Waiver of Jury Trial; Jurisdiction.  (a) Governing Law.  This Agreement is and all actions (whether based on contract, tort  or otherwise) arising out of or relating to this Agreement (including the actions of the parties to  this Agreement in the negotiation, administration, performance and enforcement hereof) are  governed by and shall be construed in accordance with the laws of the State of Delaware, excluding  any conflict-of-laws rule or principle (whether of Delaware or any other jurisdiction) that might  refer the governance or the construction of this Agreement to the law of another jurisdiction.  (b) Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR  OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE  ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION,  





 






25  PERFORMANCE AND ENFORCEMENT HEREOF.  The Company or any Holder may file  an original counterpart or a copy of this Section 3.9(b) with any court as written evidence of the  consent of any of the parties hereto to the waiver of their rights to trial by jury.  (c) Jurisdiction.  Each of the parties hereto (i) irrevocably consents to the service of  the summons and complaint and any other process in any action or proceeding relating to the  transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or  assets, in accordance with Section 3.5, and nothing in this Section 3.9 shall affect the right of any  party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably  submits itself and its properties and assets to the exclusive jurisdiction of the Court of Chancery  of the State of Delaware (or, if (and only if) the Court of Chancery of the State of Delaware declines  to accept or does not have jurisdiction over a particular matter, any federal court sitting in the State  of Delaware) for the purpose of any action, proceeding or counterclaim (whether based on contract,  tort or otherwise) arising out of or relating to this Agreement or the actions of the parties hereto in  the negotiation, administration, performance and enforcement hereof; (iii) consents to submit itself  to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if (and only if)  the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction  over a particular matter, any federal court sitting in the State of Delaware) for the purpose of any  such action, proceeding or counterclaim; (iv) agrees that it will not attempt to deny or defeat such  personal jurisdiction by motion or other request for leave from any such court; (v) waives any  objection that it may now or hereafter have to the venue of any such action, proceeding or  counterclaim in any such court or that such action, proceeding or counterclaim was brought in an  inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring  any action, proceeding or counterclaim relating to this Agreement or the transactions contemplated  hereby in any court other than the aforesaid courts.  Each of the Parties agrees that a final judgment  in any action or proceeding in such courts as provided above shall be conclusive and may be  enforced in other jurisdictions by suit on the judgment or in any other manner provided by  applicable law.  3.10 Interpretation; Construction.  (a) The headings herein are for convenience of reference only, do not constitute part of  this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.   Where a reference in this Agreement is made to a Section, such reference shall be to a Section of  this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or  “including” are used in this Agreement, they shall be deemed to be followed by the words “without  limitation.”  The term “or” is not exclusive.  The word “extent” in the phrase “to the extent” shall  mean the degree to which a subject or other thin extends, and such phrase shall not mean simply  “if.”  References to a Person are also to its permitted successors and assigns  (b) The parties have participated jointly in negotiating and drafting this Agreement.  In  the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be  construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise  favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.  3.11 Counterparts.  This Agreement may be executed and delivered (including by  facsimile transmission or electronic mail) in one or more counterparts and, if executed in more  





 






26  than one counterpart, the executed counterparts shall each be deemed to be an original and all such  counterparts shall together constitute one and the same instrument.  3.12 Severability.  In the event that any provision of this Agreement shall be invalid,  illegal or unenforceable, such provision shall be construed by limiting it so as to be valid, legal  and enforceable to the maximum extent provided by law and the validity, legality and  enforceability of the remaining provisions of this Agreement shall not in any way be affected or  impaired thereby.  3.13 Specific Performance.  It is hereby agreed and acknowledged that it will be  impossible to measure the money damages that would be suffered if the parties fail to comply with  any of the obligations imposed on them by this Agreement and that, in the event of any such failure,  an aggrieved party will be irreparably damaged and will not have an adequate remedy at law.  Each  party hereto shall, therefore, be entitled (in addition to any other remedy to which such party may  be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such  obligations, without the posting of any bond or any similar instrument, and if any action should be  brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto  shall oppose the granting of an injunction or specific performance as provided herein or raise the  defense that there is an adequate remedy at law.  The remedies available to the parties hereto  pursuant to this Section 3.13 shall be in addition to and without prejudice with regard to any other  remedy to which the parties hereto are entitled at law or in equity.  3.14 No Third Party Beneficiaries.  This Agreement is not intended to confer upon any  Person, except for the parties hereto, any rights or remedies hereunder; provided, however, that  the parties hereto hereby acknowledge that the Persons set forth in Section 2.10 are express third- party beneficiaries of the obligations of the Parties set forth in Section 2.10.  3.15 Further Assurances.  Each party hereto shall do and perform or cause to be done  and performed all such further acts and things and shall execute and deliver all such other  agreements, certificates, instruments, and documents as any other party hereto reasonably may  request in order to carry out the intent and accomplish the purposes of this Agreement and the  consummation of the transactions contemplated hereby.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






[Signature Page to Registration Rights Agreement]  IN WITNESS WHEREOF, the Parties set forth below have duly executed this  Agreement as of the day and year first above written.  VECTRUS, INC.  By: Name: Title: [SIGNATURES CONTINUE ON FOLLOWING PAGE]  





 






[Signature Page to Registration Rights Agreement]  HOLDERS:  VERTEX AEROSPACE HOLDCO LLC  By: Name: Title: ALLY COMMERCIAL FINANCE LLC  By: Name: Title: [MANAGEMENT HOLDER]  By: Name: Title: [MANAGEMENT HOLDER]  By: Name: Title: [MANAGEMENT HOLDER]  By: Name: Title: