Common use of Short-Form Registrations Clause in Contracts

Short-Form Registrations. (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 3(a), at any time following the Exchange Closing Date that the Company is eligible to use a Form S-3 (ior any similar short-form registration) The Company shall use its reasonable best efforts to qualify for registration resale of Common Stock by selling security holders, Investors holding at least two-thirds (2/3) of the then-outstanding Registrable Securities may request (any such request, or any Long-Form Demand Registration Request, a “Demand Registration Request”) registrations of all or part of their Registrable Securities on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form RegistrationDemand Registrations” and, together with the Long-Form Demand Registrations, “Demand Registrations”). Within five (5) Business Days after receipt of any request pursuant to this Section 3(b), the Company will give written notice of such request to all other Investors holding Registrable Securities. The Company shall prepare, and, if requested by any as soon as practicable but in no event later than the Demand Registration Filing Deadline, file with the SEC a Registration Statement, and the Company shall include in such Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion within twenty (20) days after delivery of the CD&R Investors and their Affiliates Company’s notice; provided, however, that are Holders and available if the Demand Registration is for an offering pursuant to Rule 415, the Company, Company shall not be required to include in such Demand Registration Statement a number of Registrable Securities in excess of the Permitted Registration Amount. Demand Registrations will be Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall Registrations whenever the Company be obligated is permitted to effect use Form S-3 or any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentenceapplicable short form therefor. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and is to be an underwritten public offering, and if the managing underwriter(s) shall advise underwriters for marketing or other reasons request the Company and inclusion in the Holders that, in its (or their) good-faith opinion, it Registration Statement of information which is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required under the 1933 Act to be included in a Short-Form Registration, then Registration Statement on the Company shall file a registration statement on Form S-1 or supplement applicable form for the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep will provide such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration information as may be reasonably requested for inclusion by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold underwriters in such the Short-Form Registration have been sold or are no longer outstandingRegistration. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the The Company is a well-known seasoned issuer not obligated to effect more than three (as defined in Rule 4053) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined Registrations in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re12-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holdermonth period.

Short-Form Registrations. (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors Investor and their its Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors Investor and their its Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If No such registration nor any Demand Registration is proposed by the demanding Holder to be a other Short-Form Registration shall count as a Demand Registration for purposes of calculating how many Demand Registrations the CD&R Investor and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the its Affiliates that are Holders that, in its (or their) good-faith opinion, it is of material importance have initiated pursuant to the success provisions of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s)Section 3. (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors Investor and their its Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities ActAct and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company shall will use its commercially reasonable best efforts to qualify for registration registration, and thereafter to effect any Demand Registration, on Form S-3 (or, in the event the Company is a Well Known Seasoned Issuer (as defined in the Securities Act), Form S-3ASR) or any comparable or successor form or forms or any similar short-form registration (each such Demand Registration, a “Short-Form Registration”), and, if . If requested by any of the CD&R Investors and their Affiliates that are Holders an Original Investor and available to the Company, such Short-Form Registration shall will be a “shelf” registration statement Registration Statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, Securities pursuant to Rule 415 415, and to that end the Company will register (whether or otherwise (a “Shelf Registration Statement”). At not required by Applicable Law to do so) the Shares under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any time and from time to time, securities of the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Company on Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3S-1 or any comparable or successor form or forms. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentencefinal sentence of this Section 1(c). The Requesting Holder(s) will be entitled to request at any time and from time to time an unlimited number of Short-Form Registrations, if available to the Company, with respect to all or any part of the Registrable Securities held by such Requesting Holders and the other members of their Investor Group(s), in addition to the registration rights provided in Section 1.1(a), provided that the Company will not be obligated to have a Registration Statement pursuant to this Section 1.1(c) (i) declared effective within 90 days after the effective date of any Registration Statement of the Company pursuant to a Demand Registration or (ii) except in the case of a Short-Form Registration relating to a Form S-3ASR with respect to which the Requesting Holder instructs the Company to rely on the “pay-as-you-go” option permitted under Rules 456(b) and 457(r) under the Securities Act, unless the value of Registrable Securities of the Requesting Holder(s) and the other members of their Investor Group(s) included in the applicable Registration Request is at least US $100 million; in each case unless otherwise agreed by the Board. Promptly after its receipt of any Registration Request for a Short-Form Registration, the Company will give written notice of such Registration Request to all other Holders, and will use commercially reasonable efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered by no later than the fifth day after the date of such notice. To the extent permitted by Applicable Law, the Company will pay all Registration Expenses incurred in connection with any Short-Form Registration. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) underwriter shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement Registration Statement on Form S-1 (or any successor or similar registration statementRegistration Statement) or to include in such registration statement Registration Statement information not required to be included in a Short-Form Registration, then the Company shall will file a registration statement Registration Statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s)underwriter. (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The At all times following the last day of the Holding Period, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders Lead Investor and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, of the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to timetime following the last day of the Holding Period, the CD&R Investors and their Affiliates that are Holders Lead Investor shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates the Investor Holders in addition to the other registration rights provided in Section 2 and 1(a), provided, that the Company shall not be obligated to effect any registration pursuant to this Section 31(c)(i), (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Securities requested to be registered by the Investor Holders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $50 million. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, . The Company shall pay all expenses (subject to the immediately following sentenceand in accordance with Section 4) in connection with any Short-Form Registration. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). A Short Form Registration that is an underwritten offering shall count as a “Demand Registration” pursuant to Section 1(b) for purposes of calculating how many “Demand Registrations” the Lead Investor has initiated. (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC Commission at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders Lead Investor, or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice Request for a Short-Form Registration is submitted to the Company and such Demand Notice Request requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities ActAct and the rules and regulations of the Commission thereunder, which covers the number or class of those Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC Commission and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii1(c)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company shall use its reasonable best efforts In addition to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Shortthe Long-Form Registration”)Registrations provided pursuant to Section 1B, and, if requested by any the holders of a majority of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Summit Investor Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders Securities then outstanding shall be entitled to request an unlimited number of Short-Form RegistrationsRegistrations in which the Company shall pay all Registration Expenses, whether or not any such registration has become effective; provided that the aggregate offering value of the Summit Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $1,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Further, the holders of a majority of the Institutional Investor Registrable Securities then outstanding shall be entitled to: (i) one (1) Short-Form Registration beginning on the date which is two (2) years following the date of this Agreement (or October , 2023) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2024), provided that, at the time of the demand of the Short-Form Registration by the Institutional Investor(s), the share price of the Class A Common Stock (as published by the Wall Street Journal or, at the Company’s discretion, a similarly reputable source) is at least 50%, if available prior to October , 2024, or 50%, if after October , 2024, in each case higher than the Company, with respect to public offering price of the Registrable Securities held Class A Common Stock as set forth in the final prospectus filed by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company with the SEC on October , 2021 (subject to customary adjustments, including for stock splits), in which the Company shall pay all Registration Expenses, whether or not any such registration has become effective. Demand Registrations shall be obligated Short-Form Registrations whenever the Company is permitted to effect use any shelf registration other than applicable short form (unless the Company is required to file a Long-Form Registration pursuant to Section 1B) and if the managing underwriters (if any) agree to use a Short-Form Registration, . After the Company has become subject to the immediately following sentence. If any Demand Registration is proposed by reporting requirements of the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form RegistrationExchange Act, the Company shall use its reasonable best efforts to keep make Short- Form Registrations available for the sale of Registrable Securities. If (i) the holders of a majority of the Summit Investor Registrable Securities or (ii) beginning on the date which is three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities, in each case initially requesting a Short-Form Registration request that such Short-Form Registration effective with the SEC at all times and be filed pursuant to re-file such Short-Form Registration upon its expirationRule 415, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent if the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted qualified to the Company and such Demand Notice requests that the Company file a Shelf Registration Statementdo so, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, then the Company shall use its reasonable best efforts to (A) post-effectively amend cause the Automatic Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if the Company is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, requesting a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have may request that such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement. In addition, beginning on the date which is three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities shall have the right to request a Short-Form Registration to be filed pursuant to Rule 415, and any of the CD&R Investors or their Affiliates that are Holders notifies if the Company that it wishes is qualified to engage in a Block Sale off of such an Automatic Shelf Registration Statementdo so, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, then the Company shall use its commercially reasonable best efforts to file an Automatic cause the Shelf Registration Statement within three calendar days to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company is not a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the SEC one or more registration statements on such form that is available for the sale of such notification Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by such Holderthe holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, initially requesting registration.

Short-Form Registrations. (i) The Company holders of a majority of the Registrable Securities, as a group, shall use its reasonable best efforts be entitled to qualify for request registration on Form S-3 or any comparable or successor form or forms F-3, or any similar short-form registration (each, a “Short-Form Registration”), andin which the Company shall pay Registration Expenses as provided in Section 6 of this Agreement; provided that, if requested by any except in the case of the CD&R Investors and their Affiliates that are Holders and available to the Company, such one non-underwritten Short-Form Registration (the “Excepted Registration”), the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act must be equal to at least $2,000,000. The offering contemplated by the Excepted Registration shall not be underwritten. Demand Registrations shall be a “shelf” registration statement providing Short-Form Registrations whenever the Company is permitted to use any applicable short form. The Company shall use its best efforts to make Short-Form Registrations on Form F-3 available for the registration of, and the sale on a continuous or delayed basis of, the of Registrable Securities, . If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, of the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form RegistrationAct, the Company shall use its reasonable best efforts to keep such Short-Form Registration shelf registration continuously effective with for up to 360 days following such registration, but not later than the SEC at date on which all times and to re-file of the Registrable Securities covered by such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as registration may be reasonably requested by sold without limitation or restriction pursuant to Rule 144 under the CD&R Investors and their Affiliates Securities Act (or any successor provision having similar effect); provided, however, that are Holders or as otherwise required, until prior to the termination of such time as all shelf registration prior to the expiration of such maximum period for the reason that such Registrable Securities that could may be sold in such Short-Form Registration have been sold without limitation or are no longer outstanding. To restriction pursuant to Rule 144 under the extent that the Company becomes ineligible to use Form S-3Securities Act or any successor provision having similar effect, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts first furnish to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class each holder of Registrable Securities which are requested participating in such shelf registration (i) an opinion, in form and substance reasonably satisfactory to be registered. If registering the holders of a number majority of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, of counsel for the Company shall use its commercially reasonable efforts reasonably satisfactory to file the holders of a majority of the Registrable Securities requesting such registration stating that such Registrable Securities are freely saleable without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect) or (ii) a “No-Action Letter” from the staff of the Securities and Exchange Commission stating that the Securities and Exchange Commission would not recommend enforcement action if the Registrable Securities included in such shelf registration were sold in a public sale other than pursuant to an Automatic Shelf Registration Statement within three calendar days of such notification by such Holdereffective registration statement or Rule 144.

Short-Form Registrations. (i) The In addition to the Long-Form Registrations provided pursuant to Section 2.1 above, subject to the terms of this Agreement, the holders of Registrable Shares will be entitled at any time after the expiration or termination of any lock-up agreements entered into by the Company shall use its reasonable best efforts in connection with an initial Public Offering, to qualify for registration request registrations under the Securities Act of all or part of their Registrable Shares, if available, on Form S-2 or S-3 or any comparable or successor form or forms or any similar short-form registration (a “"Short-Form Registration”Demand Registrations"; together with the Long-Form Demand Registrations, "Demand Registrations"). Within ten (10) days after receipt of any request pursuant to this Section 2.2, and, if requested by any the Company will give written notice of such request to all other holders of Registrable Shares and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion within ten (10) days after delivery of the CD&R Investors and their Affiliates that are Holders and available Company's notice. Once the Company becomes eligible to the Company, such Short-use Form Registration shall be a “shelf” registration statement providing S-2 or Form S-3 for the registration ofof securities under the Securities Act, and it agrees to use its best efforts to preserve such eligibility so long as holders of Registrable Shares may request a Demand Registration under this Agreement. At the sale request of the demanding holder, a Demand Registration may also be a shelf registration for an offering to be made on a continuous delayed or delayed continual basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”)under the Securities Act. At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall Demand Registrations will be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall Registrations whenever the Company be obligated is permitted to effect use any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentenceapplicable short form. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and is to be an underwritten public offering, and if the managing underwriter(s) shall advise underwriters for marketing or other reasons request the Company and inclusion in the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement of information which is not required under the Securities Act to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any applicable form for the Short-Form Registration, the Company shall use its reasonable best efforts to keep will provide such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration information as may be reasonably requested for inclusion by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold underwriters in such the Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableRegistration. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company Holder shall use its reasonable best efforts be entitled to qualify for request registration on Form S-3 or of any comparable or successor form or forms securities issuable upon conversion of the Parent Note (the “Registrable Securities”), or any similar short-form registration (each, a “Short-Form Registration”), andin which the Maker shall pay Registration Expenses; provided that, if requested by any except in the case of the CD&R Investors and their Affiliates that are Holders and available to the Company, such one non-underwritten Short-Form Registration (the “Excepted Registration”), the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act must be equal to at least $2,500,000 and which contemplates an underwritten offering must be equal to at least $2,500,000. The offering contemplated by the Excepted Registration shall not be underwritten. Demand Registrations shall be a “shelf” registration statement providing Short-Form Registrations whenever the Maker is permitted to use any applicable short form. The Maker shall use its best efforts to make Short-Form Registrations on Form S-3 available for the registration of, and sale of the sale on a continuous or delayed basis of, shares of common stock underlying the Parent Notes (the “Registrable Securities, ”). If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to timeof the Securities Act, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company Maker shall use its reasonable best efforts to keep such Short-Form Registration shelf registration continuously effective with the SEC at all times and for up to re-file fifteen 15 months following such Short-Form Registration upon its expirationregistration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 but not later than 45 calendar days after the date on which all of the Registrable Securities covered by such shelf registration may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to the termination of such ineligibility and use its reasonable best efforts to have such shelf registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted prior to the Company and expiration of such Demand Notice requests maximum period for the reason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Company file a Shelf Registration StatementSecurities Act or any successor provision having similar effect, the Company Maker shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class first furnish to each holder of Registrable Securities which are requested participating in such shelf registration (i) an opinion, in form and substance reasonably satisfactory to be registered. If registering the holders of a number majority of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, of counsel for the Company shall use its commercially reasonable efforts Maker reasonably satisfactory to file the holders of a majority of the Registrable Securities requesting such registration stating that such Registrable Securities are freely saleable without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect) or (ii) a “No-Action Letter” from the staff of the Securities and Exchange Commission stating that the Securities and Exchange Commission would not recommend enforcement action if the Registrable Securities included in such shelf registration were sold in a public sale other than pursuant to an Automatic Shelf Registration Statement within three calendar days effective registration statement or Rule 144. For the avoidance of such notification by such Holderdoubt, Maker is not currently S-3 eligible and may not be in the future.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section l(b), the holders of twenty-five percent (i25%) The Company or more of the Registrable Securities shall use its reasonable best efforts be entitled to qualify for registration request four registrations under the Securities Act of all or part of their Registrable Securities on Form Forms S-2 or S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form RegistrationRegistrations”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates ) in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall which the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, shall pay all Registration Expenses. After the Company has become subject to the immediately following sentence. If any Demand Registration is proposed by reporting requirements of the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form RegistrationSecurities Exchange Act, the Company shall use its reasonable best efforts to keep such make Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) Registrations on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with available for the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number sale of Registrable Securities, including, without limitation, as a “shelf registration” if so requested by the Company holders of twenty-five percent (25%) or more of the Registrable Securities.” B. Section 7(a) of the Registration Agreement shall pay be amended to read in its entirety as follows: (a) in the case of a registration fee for which is underwritten, agrees to sell such Person’s securities on the basis provided in the applicable underwriting arrangement; provided, however, that no holder of less than 20% of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of stock and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.” C. To Section 8 of the Registration Agreement shall be registered added the following subsections and the remaining subsections of Section 8 shall be renumbered accordingly: (a) The term “Convertible Notes” means the $27,500,000 of 9% Convertible Subordinated Notes issued by the Company to GVI, pursuant to an Automatic Shelf Registration Statement at the time Note Purchase Agreement, dated as of filing of the Automatic Shelf Registration Statement June 20, 2000, by and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when among the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such HolderGVI.”

Short-Form Registrations. (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders and available Subject to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis ofprovisions of Section 2.1.4 hereof, the Holders of Registrable SecuritiesSecurities may, on no more than one (1) occasion in any six (6) month period, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or otherwise any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or similar short form registration statement that may be available at such time (“Short Form Registration”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration StatementRegistration”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations) and, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-“well known seasoned issuer (issuer” as defined in under Rule 405) (a “WKSI”) 405 at the time any Demand Notice request for a Short-Form Demand Registration is submitted to the Company and Company, that such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”). Within five (5) in accordance with the requirements days of the Securities Act, which covers the number Company’s receipt of a written request from a Holder or class Holders of Registrable Securities which are requested for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to be registered. If registering a number all other Holders of Registrable Securities, the Company shall pay the registration fee for all and each Holder of Registrable Securities who thereafter wishes to be registered pursuant to an Automatic Shelf include all or a portion of such Holder’s Registrable Securities in such Short Form Registration Statement at shall so notify the time of filing Company, in writing, within three (3) business days after the receipt by the Holder of the Automatic Shelf Registration Statement and shall notice from the Company. As soon as reasonably practicable thereafter, but not elect to pay any portion more than fifteen (15) days after the Company’s initial receipt of the registration fee on such written request for a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSIShort Form Registration, the Company shall use its reasonable best efforts register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep effect any such Registration Statement effective during the period during which such Short-pursuant to this Section 2.3 if: (i) Short Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To not available for such offering; or (ii) the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any Holders of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, together with the Holders of any other equity securities of the Company shall use its commercially reasonable efforts entitled to file an Automatic Shelf Registration Statement within three calendar days inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of such notification by such Holderless than $10,000,000.

Short-Form Registrations. (i) The At all times following an IPO, subject to a Suspension Period, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders a Principal Stockholder and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (collectively, as applicable, with an Automatic Shelf Registration Statement, a “Shelf Registration Statement”). At any time and from time to timetime following an IPO, the CD&R Investors and their Affiliates that are Holders a Principal Stockholder shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder Principal Stockholder and its Affiliates Affiliates, in addition to the other registration rights provided in Section 2 and this Section 3, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 3(f)(i), (A) within ninety (90) days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Securities requested to be registered by such Principal Stockholder is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $20,000,000 or such lower amount as agreed to by the other Principal Stockholders. The “Plan of Distribution” section of such Short-Form Registration shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder a Principal Stockholder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) underwriters shall advise the Company and the Holders that, in its (or their) good-faith opiniontheir reasonable view, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(sunderwriters. No such registration nor any other Short-Form Registration shall count as a “Demand Registration” for purposes of the limitations set forth in Section 3(d). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration or applicable Prospectus as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders a Principal Stockholder or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall shall, as promptly as practicable, file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities ActAct and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of all Registrable Securities, the . The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii3(f)(i). To the extent that the Company is eligible Any registration pursuant to file an Automatic Shelf this Section 3(f)(iii) shall be deemed a Short-Form Registration Statement, and any for purposes of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holderthis Agreement.

Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 2(b), (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any A) each of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be holding a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, majority of the Registrable Securities, pursuant to Rule 415 or otherwise Securities (other than the Holders holding the Founder Shares) and (B) the Holders holding a “Shelf Registration Statement”). At any time and from time to time, majority of the CD&R Investors and their Affiliates that are Holders Founder Shares shall be entitled to request an unlimited number of Short-Form Registrations, if available and (ii) each of (A) GPM HP SCF Investor, LLC, (B) Xxxx Xxxxxx (including Holders affiliated with Xx. Xxxxxx), (C) Xxxxxx Xxxxxxx (including Holders affiliated with Xx. Xxxxxxx), (D) GPM Owner LLC, and (E) the MSD Entities shall be entitled to one (1) Short-Form Registration per year, in each case of the Companyforegoing clauses (i) and (ii), with respect to the Registrable Securities held by in which Pubco shall pay all Registration Expenses whether or not any such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event Short-Form Registration has become effective; provided, however, that Pubco shall the Company not be obligated to effect any shelf registration such Short-Form Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected two (2) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration, . For so long as Pubco is subject to the immediately following sentence. If any Demand Registration is proposed by reporting requirements of the demanding Holder to be a Short-Form Registration and an underwritten offeringExchange Act, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company Pubco shall use its reasonable best efforts to keep such make Short-Form Registration effective Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities or the Initiating Holder(s), as applicable, has filed with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file Commission a “shelf” registration statement under the Securities Act on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts S-3 pursuant to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) 415 (a “WKSIShelf Registration”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement), the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company then Pubco shall use its reasonable best efforts to remain cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI (and not at the time of any such request, to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have cause such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the CD&R Investors Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or their Affiliates becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that are Holders notifies is available for the Company that it wishes to engage in a Block Sale off sale of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company shall will use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form RegistrationRegistrations”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders Lead Investor and available to the Company, such Short-Form Registration shall will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, of the Registrable Securities, pursuant to Rule 415 415, and to that end the Company will register (whether or otherwise (not required by law to do so) the Common Shares under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a “Shelf Registration Statement”)Short-Form Registration. At Following an IPO, the Lead Investor will be entitled to request at any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request time an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates Principal Investor Group, in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall 1(a), provided that the Company will not be obligated to effect any shelf registration other than pursuant to this Section 2 (i) within 90 days after the effective date of any Registration Statement of the Company hereunder or (ii) unless the value of Registrable Securities of the Principal Investor Group of the Lead Investor included in the applicable Registration Request is at least $20 million or such lower amount as agreed by the Requisite Additional Investors. Promptly after its receipt of any request for a Short-Form Registration, subject the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the immediately following sentenceprovisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered by no later than the 15th day after the date of such notice. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) underwriter shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall will file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(sunderwriter (it being understood and agreed that any such registration shall not count as a “Demand Registration” for purposes of calculating how many “Demand Registrations” the Lead Investor has initiated). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. Subject to the provisions of Section 2.1.4 hereof, the Holders of Registrable Securities may, on no more than one (1) occasion in any six (6) month period, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or similar short form registration statement that may be available at such time (“Short Form Registration”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a “well known seasoned issuer” as defined under Rule 405 at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than fifteen (15) days after the Company’s initial receipt of such written request for a Short Form Registration, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if: (i) Short Form Registration is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. (a) Shelf Registrations. (i) Subject to the availability of financial information required by applicable securities laws, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2.3 (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or cause any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders thatonce effective, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on Form S-1 or supplement the Short-Form earliest of (A) the third anniversary of the initial effective date of such Shelf Registration as reasonably requested Statement, (B) the date on which all Registrable Securities covered by such managing underwriter(s). Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iiC) Upon filing the date as of which there are no longer any Short-Form RegistrationRegistrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to keep prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Short-Form Shelf Registration effective to enable and cause such Shelf Registration Statement to be filed and maintained with the SEC Commission as soon as practicable after the Company is eligible to file a Shelf Registration Statement for a Short Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. (ii) In the event that a Shelf Registration Statement is effective, Holders of Registrable Securities shall have the right at all times and any time or from time to re-file such Short-Form Registration upon its expiration, and time to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such Short-Form registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration as may be reasonably requested Statement remains in effect. The applicable Holders shall make such election by delivering to the CD&R Investors and their Affiliates that are Holders or as otherwise required, until Company a written request (a “Shelf Offering Request”) for such time as all offering specifying the number of Shelf Registrable Securities that could be sold in such Short-Form Registration have been sold or are Holders desire to sell pursuant to such offering (the “Shelf Offering”). In the case of an Underwritten Takedown, as promptly as practicable, but no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3later than two (2) Business Days after receipt of a Shelf Offering Request, the Company shall file give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other Holders of Shelf Registrable Securities. The Company shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a “shelf” registration statement on Form S-1 not later than 45 calendar days written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five (5) Business Days after the date receipt of such ineligibility the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to have facilitate such registration statement declared effective as promptly as practicableShelf Offering. (iii) To Notwithstanding the extent foregoing, if any Holder desires to effect a sale of Shelf Registrable Securities that does not constitute an Underwritten Takedown, the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted Holder shall deliver to the Company a Shelf Offering Request no later than two (2) Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and such Demand Notice requests that subject to the limitations set forth in Section 2.3.1(a), the Company shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) The Company shall, at the request of Holders of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or, if the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic applicable Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any of the CD&R Investors action necessary to include therein all disclosure and language deemed necessary or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification advisable by such HolderHolders to effect such Shelf Offering.

Short-Form Registrations. (i) The Prior to the expiration of the transfer restrictions set forth in Section 4.2(a), the Company shall will use its reasonable best efforts to qualify for registration on on, and will promptly file, Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall will be a “shelf” registration statement providing for the registration ofregistration, and the sale on a continuous or delayed basis ofbasis, of the Registrable Securities, Securities pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3415. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any a Short-Form Registration, the Company shall will, if applicable, use its reasonable best efforts to cause such Short-Form Registration Statement to be declared effective, will keep such Short-Form Registration effective with the SEC at all times and to re-file such any Short-Form Registration shall be re-filed upon its expiration, and to shall cooperate in any shelf take-down, whether or not underwritten, down by amending or supplementing the Prospectus prospectus statement related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders Investor or any transferees or as otherwise required, until the Investor or any transferees who would require such time as all registration to effect a sale of the Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To hold the extent Registrable Securities, regardless of whether or not the transfer restrictions set forth in Section 4.2(a) have expired or terminated; provided that the Company becomes ineligible no Investor or transferee may be permitted to use Form S-3, the Company shall file a sell under such “shelf” registration statement on during such times as the trading window is not open for Company senior management in accordance with the Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form S-1 not later than 45 calendar days after the date of such ineligibility and Registration. The Company shall use its commercially reasonable best efforts to have take such registration statement declared effective actions as promptly as practicable. (iii) To the extent the Company is are under its control to remain a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of 405 under the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI ) (and not to become an ineligible issuer (as defined in Rule 405405 under the Securities Act)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The After the IPO, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form. To that end the Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms or any similar short-form registration forms. (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). ii) At any time and from time after the Company becomes eligible to timefile a registration statement under the Securities Act on Form S-3, the CD&R Investors and their Affiliates that are Holders Investor shall be entitled to request an unlimited number registration under the Securities Act of Short-Form Registrationsall or part of its Registrable Securities, if available to the Companyanticipated aggregate offering price of which, with respect to the Registrable Securities held by such requesting Holder net of underwriting discounts and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registrationcommissions, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offeringexceeds $25,000,000, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (S-3 or any comparable or successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicableform. (iii) To the extent If the Company is (or its successor) shall receive from the Investor a wellwritten request that the Company effect any registration pursuant to Section 8.2(b)(i), the Company (or its successor) will (A) within thirty (30) days of receipt thereof deliver written notice of the proposed registration to any other holder of Registrable Securities; and (B) as soon as reasonably practicable, use its reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-known seasoned issuer (effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as defined may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in Rule 405such request, together with all or such portion of the Registrable Securities of any other holder(s) (of Registrable Securities joining in such request as are specified in a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted written request delivered to the Company and within twenty (20) days after delivery of such Demand Notice requests that written notice from the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement Company; (as defined in Rule 405iv) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts not be obligated to remain a WKSI take any action to effect any such registration pursuant to this Section 8.2(b): (A) if the Company has already effected two (2) such registrations pursuant to this Section 8.2(b) within the preceding twelve months, provided such registrations have been declared or ordered effective, and not kept effective by the Company as required by Section 8.4(a); (B) after the Company has effected four (4) such registrations pursuant to become an ineligible issuer this Section 8.2(b), such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (as defined in Rule 405)C) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following starting with the filing date the Investor has requested a registration under Section 8.2 hereof, and ending on a date one hundred and eighty (180) days after the effective date of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent registration; provided that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage actively employing in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially good faith all reasonable efforts to file an Automatic Shelf cause such registration statement to become effective; (D) during a Registration Statement within three calendar days Blackout Period; or (E) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such notification registration unless the Company is already subject to service in such jurisdiction and except as may be required by such Holder.the Securities Act;

Short-Form Registrations. (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Short Form RegistrationRegistrations”), and, if requested by any of ) as soon as practicable after the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”)date hereof. At any time and from time to timeafter the Start Date, the CD&R Investors and their Affiliates that are Required Holders shall will be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and 1(a), provided that, subject to clause (ii) of this Section 3. In no event shall 1(c), the Company shall not be obligated to register a number of Registrable Securities equal to less than 10% of the issued and outstanding shares of the Company’s common stock calculated on an As-Converted Basis, and provided, further, that the Company will not be obligated to effect any shelf registration other than pursuant to this Section 1(c) more than twice in any 360-day period. (ii) The Employees are hereby deemed to have made a Short-Form Registration, subject request to the immediately following sentenceCompany for Short Form Registration on Form S-3 with respect to all of the Employees’ Common Shares in compliance with clause (i) of this Section 1(c) (the “Employee Demand”) and, for purposes solely of such Employee Demand, are deemed collectively to constitute Required Holders. If The limitation set forth in the first proviso of the second sentence of clause (i) of this Section 1(c) is inapplicable to the Employee Demand. Notwithstanding anything contained in this Agreement to the contrary, once the Registration Statement in respect of the Employee Demand has been declared effective, the Company shall prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period ending on the sooner to occur of (a) the first date on which no Employee holds any of the Employees’ Common Shares and (b) the date of the first anniversary of the date on which such Registration Statement was declared effective. Notwithstanding Section 1(e) below, the Company shall have no obligation to effect the sale of the Employees’ Common Shares pursuant to the Employee Demand Registration is proposed by the demanding Holder to be in an underwritten offering. (iii) Promptly after its receipt of any request for a Short-Form Registration and an underwritten offering(other than the Employee Demand), and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by give written notice of such managing underwriter(s). (ii) Upon filing any Short-Form Registrationrequest to all other Holders, the Company and shall use its reasonable best efforts to keep such Short-Form Registration effective register, in accordance with the SEC at all times and to re-file such Short-Form Registration upon its expirationprovisions of this Agreement, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could any Holder has requested in writing to be sold in such Short-Form Registration have been sold or are registered by no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days the 15th day after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the notice. The Company is a well-known seasoned issuer (as defined shall pay all Registration Expenses incurred in Rule 405) (a “WKSI”) at the time connection with any Demand Notice for a Short-Form Registration is submitted to (including, for the Company and such Demand Notice requests that the Company file a Shelf Registration Statementavoidance of doubt, the Company shall file an automatic shelf registration statement (as defined Short Form Registration in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements respect of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405Employee Demand)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company shall use its reasonable best efforts In addition to qualify for the registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”)provided in Section 10.1 above, and, if requested by any the Registered Holders of an aggregate of not less than 25% of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders Securities then outstanding shall be entitled to request an unlimited number of Short-Form Registrations, if available by written notice to the CompanyCompany from time to time that the Company register the offering and sale of all or a portion of their Registrable Securities on Form S-3 (or any similar short form registration), with respect provided that the Company is then eligible to use such short form registration. In such event, the Company will notify all of the Registered Holders of Registrable Securities who would be entitled to notice of a proposed registration under Section 10.1 of such request. Upon the written request of any such Registered Holder after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of the Registered Holders shall be as set forth in Section 10.1, or (ii) use its best efforts to cause such of the Registrable Securities held as may be requested by such requesting any Registered Holders (including the Registered Holder and its Affiliates or Holders giving the initial notice of intent to register hereunder) to be registered under the Act in addition to accordance with the other registration rights provided in Section 2 and terms of this Section 3. In no event shall 10.3, provided that the Company will not be obligated to effect any shelf such a registration other (x) for shares of common Stock having an aggregate offering price of less than $250,000, or (y) if the original request for registration hereunder was made at a time within three (3) months after the effective date of a prior registration pursuant to a Short-Form RegistrationSection 10.1 hereof, subject or (z) if the effective dates of two registrations pursuant to this Section 10.2 shall have occurred during the twelve month period immediately following sentenceprior to such request for registration hereunder. If any Demand Registration is proposed All expenses of such registrations and offerings shall be borne by the demanding Holder Company, except that the Registered Holders shall bear underwriting commissions and discounts attributable to be a Short-Form Registration their Registrable Securities being registered and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts not be required to keep such Short-Form Registration said registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later for more than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable180 days. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-"Short Form Registration”), and, if requested by any of Registrations") as soon as practicable after the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”)date hereof. At any time and from time to timeafter the Start Date, the CD&R Investors and their Affiliates that are Required Holders shall will be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and 1(a), provided that, subject to clause (ii) of this Section 3. In no event shall 1(c), the Company shall not be obligated to register a number of Registrable Securities equal to less than 10% of the issued and outstanding shares of the Company's common stock calculated on an As-Converted Basis, and provided, further, that the Company will not be obligated to effect any shelf registration other than pursuant to this Section 1(c) more than twice in any 360-day period. (ii) The Employees are hereby deemed to have made a Short-Form Registration, subject request to the immediately following sentenceCompany for Short Form Registration on Form S-3 with respect to all of the Employees' Common Shares in compliance with clause (i) of this Section 1(c) (the "Employee Demand") and, for purposes solely of such Employee Demand, are deemed collectively to constitute Required Holders. If The limitation set forth in the first proviso of the second sentence of clause (i) of this Section 1(c) is inapplicable to the Employee Demand. Notwithstanding anything contained in this Agreement to the contrary, once the Registration Statement in respect of the Employee Demand has been declared effective, the Company shall prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period ending on the sooner to occur of (a) the first date on which no Employee holds any of the Employees' Common Shares and (b) the date of the first anniversary of the date on which such Registration Statement was declared effective. Notwithstanding Section 1(e) below, the Company shall have no obligation to effect the sale of the Employees' Common Shares pursuant to the Employee Demand Registration is proposed by the demanding Holder to be in an underwritten offering. (iii) Promptly after its receipt of any request for a Short-Form Registration and an underwritten offering(other than the Employee Demand), and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by give written notice of such managing underwriter(s). (ii) Upon filing any Short-Form Registrationrequest to all other Holders, the Company and shall use its reasonable best efforts to keep such Short-Form Registration effective register, in accordance with the SEC at all times and to re-file such Short-Form Registration upon its expirationprovisions of this Agreement, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could any Holder has requested in writing to be sold in such Short-Form Registration have been sold or are registered by no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days the 15th day after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the notice. The Company is a well-known seasoned issuer (as defined shall pay all Registration Expenses incurred in Rule 405) (a “WKSI”) at the time connection with any Demand Notice for a Short-Form Registration is submitted to (including, for the Company and such Demand Notice requests that the Company file a Shelf Registration Statementavoidance of doubt, the Company shall file an automatic shelf registration statement (as defined Short Form Registration in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements respect of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405Employee Demand)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (i) The Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any of the CD&R Investors and their Affiliates that are Holders Demand Holder and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, each Demand Holder shall have the CD&R Investors and their Affiliates that are Holders shall be entitled right to request an unlimited number of a Short-Form RegistrationsRegistration, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders a Demand Holder or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 60 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as reasonably practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to to, within 60 calendar days, (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii3(d)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders Demand Holder notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three calendar days five Business Days of such notification by such Demand Holder.

Short-Form Registrations. (i) The Company shall use its reasonable best efforts In addition to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Shortthe Long-Form Registration”)Registrations provided pursuant to Section 1B, and, if requested by any the holders of a majority of the CD&R Investors and their Affiliates that are Holders and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Investor Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the CD&R Investors and their Affiliates that are Holders Securities then outstanding shall be entitled to request an unlimited number of Short-Form RegistrationsRegistrations in which the Company shall pay all Registration Expenses; provided that the (i) aggregate offering value of the Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $5,000,000 and (ii) the Company shall not be required to effect more than two (2) Demand Registrations in any twelve (12) month period. The Company shall pay all Registration Expenses in connection with any registration initiated as a Short-Form Registration whether or not it has become effective and whether or not such registration counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C; provided, however, that the Company shall not be required to pay for any Registration Expenses of any Short-Form Registrations if (i) the registration request is subsequently withdrawn at the request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 1C are no longer satisfied because of the number of holders of Registrable Securities who have withdrawn, in each case unless the holders of a majority of the Investor Registrable Securities agree that such withdrawn registration request nonetheless counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C; provided further, that, if available to the Company, with respect to holders of a majority of the Investor Registrable Securities held do not agree that such withdrawn registration request nonetheless counts against such number of Short-Form Registrations provided for in this Section 1C, then all holders that have requested to have Registrable Securities included in such registration will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such requesting Holder and its Affiliates holders to be included in addition to the other registration rights provided in Section 2 and this Section 3such registration. In no event Demand Registrations shall be Short-Form Registrations whenever the Company be obligated is permitted to effect use any shelf registration other than pursuant applicable short form and if the managing underwriters (if any) agree to use a Short-Form Registration, . After the Company has become subject to the immediately following sentencereporting requirements of the Exchange Act, the Company shall use commercially reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. If any Demand Registration is proposed by the demanding Holder to be holders of a majority of the Investor Registrable Securities initially requesting a Short-Form Registration and an underwritten offeringrequest that such registration be filed pursuant to Rule 415 (a “Shelf Registration”), and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) good-faith opinion, it is of material importance qualified to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registrationdo so, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). (ii) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the CD&R Investors and their Affiliates that are Holders or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Company becomes ineligible to use Form S-3, the Company shall file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Company shall use its commercially reasonable efforts to file an Automatic cause the Shelf Registration Statement within three calendar days to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of such notification Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by such Holderthe holders of a majority of the Investor Registrable Securities initially requesting registration.