Common use of Successors, Assigns and Transferees Clause in Contracts

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained.

Successors, Assigns and Transferees. This Agreement shall (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be binding upon and shall inure to assigned, in whole or in part, without the benefit written consent of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee agrees in writing to shall only be bound by, and subject to, this Agreement admitted as a “Holder” pursuant to party hereunder upon its, his or her execution and delivery of a written instrument joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party. (b) If the Company consolidates or merges with or into any Person or otherwise becomes is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a Reorganization Event (as defined in the Certificate of Designations“Conversion Event”) and the Common Stock or any other pursuant to which Registrable Securities are, in whole or in part, are converted into or exchanged for securities or the right to receive Equity Securities of a different any other Person (“Conversion Securities”), the issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event Conversion Securities (xa “Conversion Security Issuer”) hold securities that are shall assume (or, in a writing delivered to the case of securities issuable upon Company and the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of DesignationsInvestor Holders), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities Conversion Securities, all rights and obligations of such issuer the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent (treating such issuer as that any Registrable Securities issued by the “Company” hereunder Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such securities) any such securities are Registrable Conversion Securities, in a written instrument delivered to mutatis mutandis. The Company will not effect any Conversion Event unless the Holders. Except as provided in issuer of the Conversion Securities complies with this Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained4.08(b).

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties hereto, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written notice consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Companyparty’s rights and obligations under this Agreement (except as otherwise provided herein) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with respect a Change of Control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to such securities of such issuer an agreement in form and substance reasonably satisfactory to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holdersother Party. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to give or undertaking a Change of Control. (b) Notwithstanding any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect terms of this Section 4.05, in connection with the Sale of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold; (ii) one or more Participating Banks to which Registrable Securities are Sold; (iii) any provision herein containedtransferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities; or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to which the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such subsequent transferee, a “Subsequent Transferee”).

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of SpinCo may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in Sale or acquisition of SpinCo, whether by merger, consolidation, Sale of all or substantially all of SpinCo’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanySpinCo’s rights and obligations under this Agreement. Parent may assign this Agreement to any member of the Parent Group or at any time in connection with a sale or acquisition of Parent, whether by merger, consolidation, sale of all or substantially all of Parent’s assets, or similar transaction, without the consent of SpinCo. (b) In connection with the Sale of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent (not to be unreasonably withheld, conditioned or delayed) to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the outstanding shares of SpinCo Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the extent transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the outstanding shares of SpinCo Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This No party hereto may assign any of its rights or delegate any of its obligations under this Agreement shall be binding upon and shall inure to by operation of Law or otherwise without the benefit prior written consent of the other parties hereto and their respective successors and permitted assigns. The provisions except any Holder may assign all or a portion of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred its rights or assigned obligations hereunder to any Person in connection with a Transfer (as defined in the Investment Agreement) to which such party transfers its ownership of Series A Preferred Stock all or Common Stock issued upon conversion any of the Series A Preferred Stock or other its Registrable Securities to (each such Person in Person, a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a “Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Assignee”); provided, however, that (i) (insofar nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Transaction Documents, including the Purchase Agreement, the A&R Opco LPA, or the Company’s Charter in effect as practicable) prior written notice of the date of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to assignment, transfer or other disposition; provided, further however no Brookfield Excluded Affiliate may be bound by, and subject to, a Permitted Assignee under this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (orSection 3.04 unless, in the case of securities issuable upon the conversion a Transfer from Brookfield or exchange of other securitiesa Brookfield Affiliate, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer prior to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are applicable transfer of Registrable Securities, and as a condition thereof, the applicable Brookfield Excluded Affiliate notifies the Company in writing of such Transfer, which notice shall include a written instrument delivered to the Holders. Except as provided in Section 5 with respect to confirmation that such Permitted Transferee is an Indemnified PartyAffiliate of Brookfield and that, nothing expressed or mentioned in this Agreement is intended or following such transfer, shall no longer be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect a Brookfield Excluded Affiliate for purposes of this Agreement or any provision herein containedof the other Transaction Documents, including the Purchase Agreement and the A&R Opco LPA. Such Permitted Assignees and any other Person that acquires Registrable Securities in accordance with the terms of the Transaction Documents, shall execute a counterpart to this Agreement and become a party hereto with all the rights and obligations set forth hereunder and such Permitted Assignee’s Registrable Securities shall be subject to the terms of this Agreement.

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto Parties and their respective successors and permitted assigns. The provisions of SpinCo may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in Sale or acquisition of SpinCo, whether by merger, consolidation, sale of all or substantially all of SpinCo’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanySpinCo’s rights and obligations under this Agreement. Parent may assign this Agreement to any member of the Parent Group or at any time in connection with a Sale or acquisition of Parent, whether by merger, consolidation, sale of all or substantially all of Parent’s assets, or similar transaction, without the consent of SpinCo. (b) In connection with the Sale of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Parent immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the extent transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Parent immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written notice consent of the other Party hereto or other Parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyParty’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided herein and therein, as applicable) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all Ancillary Agreements all at the same time) in connection with respect a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to such securities of such issuer an agreement in form and substance reasonably satisfactory to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holdersother Party. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to give or undertaking a change of control. (b) Notwithstanding any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect terms of this Section 4.05, in connection with the Transfer of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Transfer: (i) a member of the Parent Group to which Registrable Securities are Transferred; (ii) one or more Participating Banks to which Registrable Securities are Transferred; (iii) any provision herein containedtransferee to which Registrable Securities are Transferred, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Transfer of Registrable Securities; or (iv) any other transferee to which Registrable Securities are Transferred, unless such Transfer consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Transfer pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clauses (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Transfer stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Transferred and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Transfer, a “Transferee”). In connection with the Transfer of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Transferred, (B) any subsequent transferee to which Registrable Securities are Transferred, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Transfer of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Transferred, unless such Transfer consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Transfer pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Transfer stating the name and address of the subsequent transferee and identifying the securities with respect to which the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such subsequent transferee, a “Subsequent Transferee”).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Post may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Post, whether by merger, consolidation, sale of all or substantially all of Post’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyPost’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement only (a) to an Affiliate of such Holder that acquires any of such Holder’s Registrable Securities and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Post, or (b) with the prior written consent of Post, and any purported assignment by a Holder other than as set forth in this Section 4.08(a). shall be null and void; provided, however, that, prior to the second anniversary of the date of this Agreement, Ralcorp or any of its Subsidiaries that is a Holder may assign its right to one Demand Registration hereunder to each unaffiliated third party to whom Ralcorp sells or otherwise transfers Registrable Securities representing 5% or more of Post’s then issued and outstanding Common Stock (a “Transferee”), which Demand Registration shall be subject to the terms and conditions of this Agreement (other than Section 2.02(a), Section 2.02(b), Section 2.02(c), Section 2.05 and Article III); provided, further, that (i) if the Transferee shall exercise any Demand Registration that has been assigned to it by Ralcorp or any of Ralcorp’s Subsidiaries pursuant to the foregoing, then such Demand Registration shall constitute a Demand Registration request by the Holder(s) for purposes of the limitation on the number of Demand Registration requests set forth in Section 2.01(b); and (ii) no Transferee may exercise any Demand Registration assigned to such Transferee after the second anniversary of the date of this Agreement. (b) Subject to Section 4.08(a) and provided that Post is given written notice by the Holders prior to or at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to such securities which the rights under this Agreement are being assigned, the Registration Rights shall be transferred with the transfer of such issuer Registrable Securities; provided that to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities transfer consists of Registrable Securities representing less than 1% of Post’s then issued and outstanding Common Stock and such Registrable Securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect eligible for transfer pursuant to an Indemnified Partyexemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to Rule 144), nothing expressed or mentioned in this Agreement is intended or no Registration Rights shall be construed transferred therewith. Notwithstanding the foregoing, if such transfer is subject to give any Person covenants, agreements or other than undertakings restricting transferability thereof, the parties Registration Rights shall not be transferred in connection with such transfer unless such transfer complies with all such covenants, agreements and other undertaking. In all cases, the Registration Rights shall not be transferred unless the transferee thereof executes a counterpart attached hereto as Exhibit A and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containeddelivers the same to Post.

Successors, Assigns and Transferees. This Agreement shall The rights and obligations of each party hereto may not be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities areassigned, in whole or in part, converted into without the written consent of (i) the Company and (ii) the Institutional Investors holding a majority of the then-outstanding Registrable Securities held by all Institutional Investors; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or exchanged in part, by any Institutional Investor to any transferee of Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring Institutional Investor, be treated as an Institutional Investor for securities all purposes of this Agreement; provided, however, that if the transferring Institutional Investor is a New Institutional Investor, then such transferee shall, subject to the consent of the transferring New Institutional Investor, be treated as a New Institutional Investor under this Agreement and, solely to the extent expressly provided in any joinder to this Agreement to which the applicable transferring New Institutional Investor is a party, an Institutional Investor (each Person to whom the rights and obligations are assigned in compliance with this Section 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a different issuer or become convertible or exchangeable into securities joinder agreement, in form and substance acceptable to each Institutional Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a different issuerparty hereto (together with any other documents the Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and any obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that immediately if the transferee was a Holder prior to such event holds Registrable Securities wouldtransfer, following completion of such event (x) hold securities that are (ortransferee shall have the same rights, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights benefits and obligations under this Agreement with respect to the such securities of transferred Registrable Securities as were applicable to Registrable Securities held by such issuer to the extent (treating such issuer as the “Company” hereunder with respect transferee prior to such securities) any such securities are transfer). Nothing herein shall operate to permit a transfer of Registrable Securities, in a written instrument delivered to Securities otherwise restricted by the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Company Stockholders Agreement or any provision herein containedother agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Lumentum may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred Lumentum Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Lumentum, whether by merger, consolidation, sale of all or substantially all of Lumentum’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyLumentum’s rights and obligations under this Agreement. JDSU may assign this Agreement to any member of the JDSU Group or at any time in connection with a sale or acquisition of JDSU, whether by merger, consolidation, sale of all or substantially all of JDSU’s assets, or similar transaction, without the consent of Lumentum. (b) In connection with the Sale of Registrable Securities, JDSU may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the JDSU Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any defined benefit plan of which JDSU is the sponsor to which Registrable Securities are Sold, (iv) any transferee to which Registrable Securities are Sold, if Lumentum provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (v) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Lumentum’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii), (iv) or (v), (x) Lumentum is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as EXHIBIT A and delivers the same to Lumentum (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Lumentum provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Lumentum’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) Lumentum is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as EXHIBIT A and delivers the same to Lumentum (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Company may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock sale or Common Stock issued upon conversion acquisition of the Series A Preferred Stock Company, whether by merger, consolidation, sale of all or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) substantially all of the Investment Agreement, to a lender in connection with a Permitted LoanCompany’s assets, or to a transferee similar transaction, without the consent of the Holders; provided that the successor or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement only (a) to an Affiliate of such Holder that acquires any of such Holder’s Registrable Securities and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to the Company, or (b) with the prior written consent of the Company, and any purported assignment by a Holder other than as set forth in this Section 4.4(a) shall be null and void; provided, however, that, prior to the first anniversary of the date of this Agreement, the Parent or any of its subsidiaries that is a Holder may assign its right to one Demand Registration hereunder to each unaffiliated third party to whom the Parent sells or otherwise transfers Registrable Securities representing five percent (5%) or more of the Company’s then issued and outstanding Common Stock (a “Transferee”), which Demand Registration shall be subject to the terms and conditions of this Agreement (other than Sections 2.2(a), 2.2(b), 2.2(c) and 2.5, and Article III hereof); provided, further, that (i) if the Transferee shall exercise any Demand Registration that has been assigned to it by Parent or any of Parent’s subsidiaries pursuant to the foregoing, then such Demand Registration shall constitute a Demand Registration request by the Holder(s) for purposes of the limitation on the number of Demand Registration requests set forth in Section 2.1(b); and (ii) no Transferee may exercise any Demand Registration assigned to such Transferee after the first anniversary of the date of this Agreement. (b) Subject to Section 4.4(a) and provided that the Company is given written notice by the Holders prior to or at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to such securities which the rights under this Agreement are being assigned, the Registration Rights shall be transferred with the transfer of such issuer Registrable Securities; provided that to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities transfer consists of Registrable Securities representing less than one percent (1%) of the Company’s then issued and outstanding Common Stock and such Registrable Securities are Registrable Securitieseligible for transfer pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to Rule 144), no Registration Rights shall be transferred therewith. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transfer complies with all such covenants, agreements and other undertaking. In all cases, the Registration Rights shall not be transferred unless the transferee thereof executes a written instrument delivered counterpart attached hereto as Exhibit A and delivers the same to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedCompany.

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties hereto, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written notice consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Companyparty’s rights and obligations under this Agreement (except as otherwise provided herein) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with respect a Change of Control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to such securities of such issuer an agreement in form and substance reasonably satisfactory to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holdersother Party. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to give or undertaking a Change of Control. (b) Notwithstanding any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect terms of this Section 4.05, in connection with the Sale of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any provision herein containedtransferee to which Registrable Securities are Sold, if UpstreamCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of UpstreamCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) UpstreamCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to UpstreamCo (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if UpstreamCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of UpstreamCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) UpstreamCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to which the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to UpstreamCo (any such subsequent transferee, a “Subsequent Transferee”).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Corner Store may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred Corner Store Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Corner Store, whether by merger, consolidation, sale of all or substantially all of Corner Store’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyCorner Store’s rights and obligations under this Agreement. Valero may assign this Agreement to any member of the Valero Group or at any time in connection with a sale or acquisition of Valero, whether by merger, consolidation, sale of all or substantially all of Valero’s assets, or similar transaction, without the consent of Corner Store. (b) In connection with the Sale of Registrable Securities, Valero may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Valero Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any transferee to which Registrable Securities are Sold, if Corner Store provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Corner Store’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) Corner Store is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Corner Store (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Corner Store provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Corner Store’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) Corner Store is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Corner Store (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This Agreement shall may not be binding upon and shall inure to assigned without the benefit prior written consent of the parties hereto and their respective successors and permitted assignsCompany. The provisions of this Agreement which are for Notwithstanding the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreementforegoing, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice the CD&R Investor may assign any of such assignment of rights is given its rights, interests and obligations hereunder to the Company any Permitted Rights Transferee, and (ii) in the event of any such transferee agrees assignment, such assignee shall agree in writing to be bound byby the provisions of this Agreement, including the rights, interests and subject toobligations so assigned. The CD&R Stockholders acknowledge that no limited partner of an investment fund managed by Xxxxxxx, Dubilier & Rice, LLC or any portfolio company thereof (excluding the Company and its subsidiaries) will be deemed to be a CD&R Stockholder for purposes of this Agreement Agreement. Notwithstanding the foregoing, any notice (or Demand Request, as applicable) of a “Holder” CD&R Stockholder to register Registrable Securities pursuant to a written instrument registration statement under the Securities Act pursuant to, and in form accordance with, Section 2(b), Section 2(e) or Section 3(a) shall be deemed to include, and substance reasonably acceptable the Company shall register (subject to the Company. If limitations and conditions otherwise applicable to the Company consolidates or merges with or into CD&R Stockholder), any Person or otherwise becomes party portion of such Registrable Securities that are transferred to a Reorganization Event Permitted Rights Transferee prior to the execution of an underwriting agreement in connection with an Underwritten Offering, provided that the notice (or Demand Request, as defined applicable) described in Section 2(b), Section 2(e) or Section 3(a), as applicable, includes the Certificate identity of Designationssuch Permitted Rights Transferee, the relationship (if any) of such Permitted Rights Transferee with the Company, their beneficial ownership of Common Stock, the Registrable Securities held by such Permitted Rights Transferee to be included in such registration and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities intended method of a different issuer or become convertible or exchangeable into securities of a different issuerdistribution thereof, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (xother information reasonably requested by the Company and/or the managing underwriter(s) hold securities that are (or, for inclusion in the case of securities issuable upon the conversion or exchange of other securitiesapplicable Registration Statement, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations)Prospectus, together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement Free Writing Prospectus or any provision herein containedamendment thereof or supplement thereto.

Successors, Assigns and Transferees. This Agreement shall (a) Subject to Section 2.02, the rights and obligations of each party hereto may not be binding upon and shall inure to assigned, in whole or in part, without the benefit written consent of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.02) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee agrees in writing to shall only be bound by, and subject to, this Agreement admitted as a “Holder” pursuant to party hereunder upon its, his or her execution and delivery of a written instrument joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party. (b) If the Company consolidates or merges with or into any Person or otherwise becomes is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a Reorganization Event (as defined in the Certificate of Designations“Conversion Event”) and the Common Stock or any other pursuant to which Registrable Securities are, in whole or in part, are converted into or exchanged for securities or the right to receive Equity Securities of a different any other Person (“Conversion Securities”), the issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event Conversion Securities (xa “Conversion Security Issuer”) hold securities that are shall assume (or, in a writing delivered to the case of securities issuable upon Company and the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of DesignationsInvestor Holders), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities Conversion Securities, all rights and obligations of such issuer the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent (treating such issuer as that any Registrable Securities issued by the “Company” hereunder Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such securities) any such securities are Registrable Conversion Securities, in a written instrument delivered to mutatis mutandis. The Company will not effect any Conversion Event unless the Holders. Except as provided in issuer of the Conversion Securities complies with this Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained4.07(b).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Donnelley Financial may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred Donnelley Financial Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Donnelley Financial, whether by merger, consolidation, sale of all or substantially all of Donnelley Financial’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyDonnelley Financial’s rights and obligations under this Agreement. RRD may assign this Agreement to any member of the RRD Group or at any time in connection with a sale or acquisition of RRD, whether by merger, consolidation, sale of all or substantially all of RRD ’s assets, or similar transaction, without the consent of Donnelley Financial. (b) It is acknowledged and agreed that on the date hereof, RRD is the only Holder for purposes of this Agreement. In connection with the Sale of Registrable Securities, RRD may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the RRD Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold in an Exchange, (iii) any defined benefit plan of which RRD is the sponsor to which Registrable Securities are Sold, (iv) any other transferee to which Registrable Securities are Sold, if Donnelley Financial provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (v) any other transferee to which Registrable Securities are Sold, unless (A) such Sale consists of Registrable Securities representing less than 1% of Donnelley Financial’s then-issued and outstanding securities of the same class as the Registrable Securities or (B) such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii), (iv) or (v), (x) Donnelley Financial is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Donnelley Financial (any such transferee in such Sale, a “Transferee”). A Transferee that obtains Registrable Securities in compliance with the foregoing sentence shall be considered a Holder for purposes of this Agreement upon satisfaction of the procedures set forth in the foregoing sentence. In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee or subsequent transferee, as the case may be, to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Donnelley Financial provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless (I) such Sale consists of Registrable Securities representing less than 1% of Donnelley Financial’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities or (II) such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) Donnelley Financial is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Donnelley Financial (any such securities are subsequent transferee, a “Subsequent Transferee”). A Subsequent Transferee that obtains Registrable Securities, Securities in a written instrument delivered to compliance with the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or foregoing sentence shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect considered a Holder for purposes of this Agreement or any provision herein containedupon satisfaction of the procedures set forth in the foregoing sentence.

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of Kyndryl may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in Sale or acquisition of Kyndryl, whether by merger, consolidation, Sale of all or substantially all of Kyndryl’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyKyndryl’s rights and obligations under this Agreement. IBM may assign this Agreement to any member of the IBM Group or at any time in connection with a sale or acquisition of IBM, whether by merger, consolidation, sale of all or substantially all of IBM’s assets, or similar transaction, without the consent of Kyndryl. (b) In connection with the Sale of Registrable Securities, IBM may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the IBM Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if Kyndryl provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the outstanding shares of Kyndryl Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) Kyndryl is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Kyndryl (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Kyndryl provides prior written consent to the extent transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the outstanding shares of Kyndryl Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) Kyndryl is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Kyndryl (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Enova may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred Enova Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Enova, whether by merger, consolidation, sale of all or substantially all of Enova’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyEnova’s rights and obligations under this Agreement. Cash America may assign this Agreement to any member of the Cash America Group or at any time in connection with a sale or acquisition of Cash America, whether by merger, consolidation, sale of all or substantially all of Cash America’s assets, or similar transaction, without the consent of Enova. (b) In connection with the Sale of Registrable Securities, Cash America may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Cash America Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any transferee to which Registrable Securities are Sold, if Enova provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Enova’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4 (a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) Enova is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Enova (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Enova provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Enova’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4 (a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) Enova is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Enova (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This Agreement shall The rights and obligations of each party hereto may not be binding upon assigned, in whole or in part, without the written consent of (a) the Company, (b) the Tiptree Investors (for so long as the Tiptree Investors hold any Registrable Securities) and shall inure to (c) the benefit of Warburg Investors (for so long as the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to Warburg Investors hold any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Securities); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, without such written consent (ix) by any Tiptree Investor to any transferee of Registrable Securities, and such transferee shall, with the consent of the transferring Tiptree Investor, be treated as a Tiptree Investor for all purposes of this Agreement, and (insofar y) by the Warburg Investors to any transferee of Registrable Securities, and such transferee shall, with the consent of the transferring Warburg Investor, be treated as practicable) prior written notice a Warburg Investor for all purposes of this Agreement; provided further that such assignment of rights is given transfer to the Company extent applicable is otherwise effected pursuant to, and in accordance with, the Stockholders Agreement (ii) each Person to whom the rights and obligations are assigned in compliance with this Section 3.05 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further that any such transferee agrees in writing to shall only be bound by, and subject to, this Agreement admitted as a “Holder” pursuant to party hereunder upon its, his or her execution and delivery of a written instrument joinder agreement, in form and substance reasonably acceptable to each Tiptree Investor and Warburg Investor, agreeing to be bound by the Company. If the Company consolidates or merges terms and conditions of this Agreement as if such Person were a party hereto (together with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other documents the Tiptree Investors and Warburg Investors reasonably determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities are, in whole or in part, converted into or exchanged for securities of (except that if the transferee was a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities wouldtransfer, following completion of such event (x) hold securities that are (ortransferee shall have the same rights, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights benefits and obligations under this Agreement with respect to such securities of transferred Registrable Securities as were applicable to Registrable Securities held by such issuer to the extent (treating such issuer as the “Company” hereunder with respect transferee prior to such securities) any such securities are transfer). Nothing herein shall operate to permit a transfer of Registrable Securities, in a written instrument delivered to Securities otherwise restricted by the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Stockholders Agreement or any provision herein containedother agreement to which any Holder may be a party.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Company may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock sale or Common Stock issued upon conversion acquisition of the Series A Preferred Stock Company, whether by merger, consolidation, sale of all or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) substantially all of the Investment Agreement, to a lender in connection with a Permitted LoanCompany’s assets, or to a transferee similar transaction, without the consent of the Holders; provided that the successor or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement. A Founding Shareholder may assign its rights and obligations under this Agreement with respect to any transferee that (i) is an Affiliate and (ii) acquires from such securities Founding Shareholder in a private placement a number of such issuer Class A Common Shares or Class B Common Shares equal to at least 5% of the aggregate number of outstanding Class A Common Shares and Class B Common Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to the extent (treating such issuer Company. An Institutional Shareholder may assign its rights and obligations under this Agreement to any transferee that is an Affiliate and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to the “Company” hereunder with respect to such securities) any such securities are Registrable Securities. Notwithstanding the foregoing, in a written instrument delivered each case, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the HoldersRegistration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned set forth in this Agreement is intended or shall be construed to give any Person other than Section 3.03, the parties hereto Holders may not assign their rights and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedobligations hereunder.

Successors, Assigns and Transferees. This The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of Filtration may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Filtration, whether by merger, consolidation, sale of all or substantially all of Filtration’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyFiltration’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement with respect to such securities any transferee that acquires at least twenty percent (20%) of the number of Registrable Securities beneficially owned by Cummins immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Filtration. Notwithstanding the foregoing, each Holder shall obtain for the benefit of Filtration, from each transferee receiving Registerable Securities, an agreement to enter into a holdback obligation, if requested in writing by the managing underwriter(s) of an Underwritten Offering hereunder, to restrict the offer, sale, pledge, contract to sell, grant any option thereon, transfer or otherwise dispose of Registerable Securities, during the ninety (90) days beginning on the pricing date of such issuer to the extent (treating Underwritten Offering or such issuer shorter period as the “Company” hereunder with respect to managing underwriter(s) otherwise agrees (except as part of such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement Underwritten Offering or any provision herein containedDistribution or pursuant to a Registration on Form S-8 or S-4 or any successor form thereto or pursuant to other customary exceptions in the managing underwriter's customary forms). Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of HealthCare may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in Sale or acquisition of HealthCare, whether by merger, consolidation, Sale of all or substantially all of HealthCare’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyHealthCare’s rights and obligations under this Agreement. GE may assign this Agreement to any member of the GE Group or at any time in connection with a sale or acquisition of GE, whether by merger, consolidation, sale of all or substantially all of GE’s assets, or similar transaction, without the consent of HealthCare. (b) In connection with any Sale of Registrable Securities, GE may assign its rights and obligations under this Agreement, other than its rights and obligations contained in Article III (such assignable rights and obligations, the “Registration-Related Rights and Obligations”) relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the GE Group to which Registrable Securities are Sold; (ii) one or more Participating Banks to which Registrable Securities are Sold; (iii) any other transferee to which Registrable Securities are Sold, if HealthCare provides prior written consent to the transfer of such Registration-Related Rights and Obligations along with the Sale of Registrable Securities; or (iv) any other transferee that acquires at least five percent (5%) of the outstanding shares of HealthCare Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) HealthCare is given written notice prior to or at the time of the completion of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-Related Rights and Obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to HealthCare (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-Related Rights and Obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if HealthCare provides prior written consent to the extent transfer of such Registration-Related Rights and Obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the outstanding shares of HealthCare Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) HealthCare is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-Related Rights and Obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to HealthCare (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Baxalta may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred Baxalta Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Baxalta, whether by merger, consolidation, sale of all or substantially all of Baxalta’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyBaxalta’s rights and obligations under this Agreement. Baxter may assign this Agreement to any member of the Baxter Group or at any time in connection with a sale or acquisition of Baxter, whether by merger, consolidation, sale of all or substantially all of Xxxxxx’x assets, or similar transaction, without the consent of Baxalta. (b) In connection with the Sale of Registrable Securities, Baxter may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Baxter Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) the Xxxxxx International Inc. and Subsidiaries Pension Plan or any other defined benefit plan of which Baxter is the sponsor to which Registrable Securities are Sold, (iv) any other transferee to which Registrable Securities are Sold, if Baxalta provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (v) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Baxalta’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii), (iv) or (v), (x) Baxalta is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Baxalta (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Baxalta provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Baxalta’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) Baxalta is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Baxalta (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of LSC may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred LSC Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of LSC, whether by merger, consolidation, sale of all or substantially all of LSC’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyLSC’s rights and obligations under this Agreement. RRD may assign this Agreement to any member of the RRD Group or at any time in connection with a sale or acquisition of RRD, whether by merger, consolidation, sale of all or substantially all of RRD ’s assets, or similar transaction, without the consent of LSC. (b) It is acknowledged and agreed that on the date hereof, RRD is the only Holder for purposes of this Agreement. In connection with the Sale of Registrable Securities, RRD may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the RRD Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold in an Exchange, (iii) any defined benefit plan of which RRD is the sponsor to which Registrable Securities are Sold, (iv) any other transferee to which Registrable Securities are Sold, if LSC provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (v) any other transferee to which Registrable Securities are Sold, unless (A) such Sale consists of Registrable Securities representing less than 1% of LSC’s then-issued and outstanding securities of the same class as the Registrable Securities or (B) such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii), (iv) or (v), (x) LSC is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to LSC (any such transferee in such Sale, a “Transferee”). A Transferee that obtains Registrable Securities in compliance with the foregoing sentence shall be considered a Holder for purposes of this Agreement upon satisfaction of the procedures set forth in the foregoing sentence. In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee or subsequent transferee, as the case may be, to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if LSC provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless (I) such Sale consists of Registrable Securities representing less than 1% of LSC’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities or (II) such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) LSC is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to LSC (any such securities are subsequent transferee, a “Subsequent Transferee”). A Subsequent Transferee that obtains Registrable Securities, Securities in a written instrument delivered to compliance with the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or foregoing sentence shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect considered a Holder for purposes of this Agreement or any provision herein containedupon satisfaction of the procedures set forth in the foregoing sentence.

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of Vontier may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in Sale or acquisition of Vontier, whether by merger, consolidation, Sale of all or substantially all of Vontier’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyVontier’s rights and obligations under this Agreement. Fortive may assign this Agreement to any member of the Fortive Group or at any time in connection with a sale or acquisition of Fortive, whether by merger, consolidation, sale of all or substantially all of Fortive’s assets, or similar transaction, without the consent of Vontier. (b) In connection with the Sale of Registrable Securities, Fortive may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Fortive Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if Vontier provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Fortive immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) Vontier is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Vontier (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Vontier provides prior written consent to the extent transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Fortive immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) Vontier is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Vontier (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of ESAB may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in Sale or acquisition of ESAB, whether by merger, consolidation, Sale of all or substantially all of ESAB’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyESAB’s rights and obligations under this Agreement. Enovis may assign this Agreement to any member of the Enovis Group or at any time in connection with a sale or acquisition of Enovis, whether by merger, consolidation, sale of all or substantially all of Enovis’ assets, or similar transaction, without the consent of ESAB. (b) In connection with the Sale of Registrable Securities, Enovis may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Enovis Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if ESAB provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Enovis immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) ESAB is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to ESAB (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if ESAB provides prior written consent to the extent transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Enovis immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) ESAB is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (z) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to ESAB (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This Agreement shall may not be binding upon and shall inure to assigned without the benefit prior written consent of the parties hereto and their respective successors and permitted assignsCompany. The provisions of this Agreement which are for Notwithstanding the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreementforegoing, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) the CD&R Investor may assign any of its rights, interests and obligations hereunder to (insofar a) any Affiliate of the CD&R Investor and (b) any Permitted Rights Transferee who acquires at least 25% of the Registrable Securities held by the CD&R Stockholders as practicable) prior written notice of such assignment of rights is given to the Company date hereof, and (ii) in the event of and as a condition to any such transferee agrees assignment, such assignee shall agree in writing to be bound byby the provisions of this Agreement, including the rights, interests and subject toobligations so assigned. The CD&R Stockholders acknowledge that no limited partner of an investment fund managed by Xxxxxxx, Dubilier & Rice, LLC or any portfolio company thereof (excluding the Company and its subsidiaries) will be deemed to be a CD&R Stockholder for purposes of this Agreement Agreement. Notwithstanding the foregoing, any notice (or Demand Request, as applicable) of a “Holder” CD&R Stockholder to register Registrable Securities pursuant to a written instrument registration statement under the Securities Act pursuant to, and in form accordance with, Section 2(b), Section 2(e) or Section 3(a) shall be deemed to include, and substance reasonably acceptable the Company shall register (subject to the Company. If limitations and conditions otherwise applicable to the Company consolidates or merges with or into CD&R Stockholder), any Person or otherwise becomes party portion of such Registrable Securities that are transferred to a Reorganization Event (as defined Permitted Rights Transferee prior to the execution of an underwriting agreement in the Certificate of Designations) connection with an Underwritten Offering and the effectiveness of the registration statement, in each other case, provided that the notice (or Demand Request, as applicable) described in Section 2(b), Section 2(e) or Section 3(a), as applicable, includes the identity of such Permitted Rights Transferee, the relationship (if any) of such Permitted Rights Transferee with the Company, their beneficial ownership of Common Stock or any other Stock, the Registrable Securities are, held by such Permitted Rights Transferee to be included in whole or in part, converted into or exchanged for securities such registration and the intended method of a different issuer or become convertible or exchangeable into securities of a different issuerdistribution thereof, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (xother information reasonably requested by the Company and/or the managing underwriter(s) hold securities that are (or, for inclusion in the case of securities issuable upon the conversion or exchange of other securitiesapplicable Registration Statement, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations)Prospectus, together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement Free Writing Prospectus or any provision herein containedamendment thereof or supplement thereto.

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties hereto, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written notice consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Companyparty’s rights and obligations under this Agreement (except as otherwise provided herein) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with respect a Change of Control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to such securities of such issuer an agreement in form and substance reasonably satisfactory to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holdersother Party. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to give or undertaking a Change of Control. (b) Notwithstanding any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect terms of this Section 4.05, in connection with the Sale of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold; (ii) one or more Participating Banks to which Registrable Securities are Sold; (iii) any provision herein contained.transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities; or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a)(1) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written notice consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyParty’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. (b) Notwithstanding any other terms of this Section 4.05, in connection with the Sale of Registrable Securities: (i) Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “Transferee”). (ii) A Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities are Registrable Securitiessubsequent transferee, a “Subsequent Transferee”). (iii) Parent and any Permitted Transferee (as applicable) may assign its rights under Section 3.02 to any Permitted Transferee; provided that (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the Permitted Transferee and (y) the Permitted Transferee executes a counterpart in a written instrument delivered the form attached hereto as Exhibit A and delivers the same to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedSpinCo.

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of CS&L may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of CS&L, whether by merger, consolidation, sale of all or substantially all of CS&L’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyCS&L’s rights and obligations under this Agreement. Windstream may assign this Agreement to any member of the WHI Group or at any time in connection with a sale or acquisition of WHI or Windstream, whether by merger, consolidation, sale of all or substantially all of WHI’s or Windstream’s assets, or similar transaction, without the consent of CS&L. (b) The WHI Group shall be permitted to Sell without restriction all or any portion of its Registrable Securities except that, because such Securities have not been registered under the Securities Act or any applicable state securities laws, it is agreed that such Securities may not be offered, Sold or transferred except (1) pursuant to the registration provisions of the Securities Act and applicable state securities laws, or (2) upon receipt by CS&L of a legal opinion reasonably acceptable to CS&L from counsel reasonably acceptable to CS&L, as well as such other documentation requested by CS&L, that registration under such laws is not required in connection with such offer, Sale or transfer. Upon any such Sale, The WHI Group shall be permitted to assign its Registration-related rights and obligations under this Agreement relating to the Registrable Securities Sold to the following transferees: (i) any member of the WHI Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold and (iii) any transferee to which Registrable Securities representing at least 5% of CS&L’s then issued and outstanding shares of Common Stock are Sold, calculated on a fully diluted basis; provided, that, in each such case, (x) CS&L is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to CS&L (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee shall be permitted to Sell any portion of its Registrable Securities, if such Sale complies with all of the restrictions set forth in the first sentence of this Section 4.06(b). Upon any such Sale made in compliance with the terms set forth herein, a Transferee or Subsequent Transferee shall be permitted to assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (x) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, or (y) any transferee to which Registrable Securities representing at least 5% of CS&L’s then issued and outstanding shares of Common Stock are Sold, calculated on a fully diluted basis; provided that, in the extent cases of clauses (treating x) and (y), (i) CS&L is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (ii) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to CS&L (any such securities are subsequent transferee, a “Subsequent Transferee”). In all cases, the Registration Rights shall not be transferred unless the transferee thereof executes a counterpart attached hereto as Exhibit A and delivers the same to CS&L. Any transfers of Registrable Securities, Securities not made in a written instrument delivered to accordance with the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect provisions of this Agreement or any provision herein containedSection 4.06 shall cause such securities to no longer be deemed to be Registrable Securities under this Agreement.

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assignsassigns under this Section 11.2. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities, provided that such transferee acquires such Registrable Securities in accordance with a liquidation preference or market value the terms of at least $50,000,000; the Stockholders' Agreement and, provided, howeverfurther, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees has executed a Joinder Agreement in writing to be bound bythe form of Exhibit A attached hereto, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable copies of which shall have been delivered to the Company. If For the Company consolidates avoidance of doubt, any Affiliate transferee of any CVC Stockholder or merges OTPP shall have the rights and obligations of a CVC Stockholder or OTPP, as the case may be, and any non-Affiliate transferee of any CVC Stockholder or OTPP or any of their respective Affiliates shall have the rights granted to Other Stockholders hereunder and will not have any rights specifically granted to CVC or OTPP provided, that notwithstanding the assignment hereunder of any rights to an Affiliate of CVC or OTPP, the parties hereto are entitled for purposes of this Agreement to deal exclusively with CVC or into OTPP, as the case may be, and provided, further, that the assignment hereunder of any rights to an Affiliate of any Stockholder shall be void and of no effect as of the date such Person or otherwise becomes party ceases to a Reorganization Event (as defined in be an Affiliate of such Stockholder. Notwithstanding anything herein to the Certificate contrary, the Other Stockholders must exercise all rights hereunder on behalf of Designations) any of their Permitted Transferees and all other parties hereto shall be entitled to deal exclusively with the Common Stock Other Stockholders and rely on the consent, waiver or any other Registrable Securities areaction by the Other Stockholders as the consent, in whole waiver or in partother action, converted into or exchanged for securities as the case may be, of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion Permitted Transferees of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedOther Stockholders.

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors and permitted assigns. The provisions rights of this Agreement which are for the benefit of the parties hereto other than the Company a Holder hereunder may be transferred or assigned to any Person in connection (but only with a Transfer (as defined in the Investment Agreementall related obligations) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with to a liquidation preference or market value Permitted Transferee of at least $50,000,000; providedthat Holder. No assignment permitted under the terms of this Section 11(d) will be effective unless and until the Permitted Transferee to which the assignment is being made, howeverif not a Holder, that (i) (insofar as practicable) prior written notice of such assignment of rights is given has delivered to the Company and (ii) such transferee agrees Issuer the executed Joinder Agreement in writing the form attached as Exhibit A hereto agreeing to be bound by, and subject be party to, this Agreement to the same extent as a “Holder” its transferor. A Permitted Transferee to whom rights are transferred pursuant to this Section 11(d) may not again Transfer those rights to any other Permitted Transferee, other than as provided in this Section 11(d). Notwithstanding the foregoing, in each case, if such transfer is subject to covenants, agreements or other undertakings with the Issuer restricting transferability thereof, the rights to Transfer Registrable Securities shall not be Transferred in connection with such Transfer unless such transferee complies with all such covenants, agreements and other undertakings. The Issuer shall assign this Agreement in connection with a written instrument in form and substance reasonably acceptable to sale or acquisition of the Company. If Issuer, whether by merger, consolidation, sale of all or substantially all of the Company consolidates Issuer’s assets, or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in similar transaction, without the Certificate consent of Designations) the Holders, and the Common Stock successor or any other Registrable Securities are, acquiring person shall agree in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer writing to assume all of the CompanyIssuer’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedAgreement.

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors permitted successors, personal representatives and permitted assignsassigns under this Section 9.2. The Company may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Majority Voting Holders. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer holder of Registrable Securities with a liquidation preference or market value shall be for the benefit of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice and enforceable by any transferee of such assignment Registrable Securities. Any holder of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities aremay, at its election and at any time or from time to time, assign its rights under this Agreement, in whole or in part, converted into to any Person to whom such holder sells, assigns or exchanged for securities otherwise transfers its shares of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder Registrable Securities; provided that immediately prior to (i) such event holds transferee acquires such Registrable Securities would, following completion in accordance with any then applicable transfer restrictions in respect of such event Registrable Securities and (xii) hold securities that are (or, in the case of securities issuable no such assignment shall be binding upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then obligate the Company will use its best efforts to cause any such issuer transferee unless and until such transferee executes a joinder agreement agreeing to assume be bound by all of the Companytransferor’s rights and obligations under this Agreement with respect to such securities hereunder, including, without limitation, Section 4 hereof, copies of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument which shall have been delivered to the HoldersCompany (each such transferee, a “Permitted Transferee”). Except as provided in Section 5 with respect Notwithstanding anything herein to an Indemnified Partythe contrary, nothing expressed or mentioned in this Agreement is intended or the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties shall be construed entitled to give any Person other than deal exclusively with the parties hereto Management Stockholders and their respective successors and permitted assigns any legal or equitable rightrely on the consent, remedy or claim under, or in respect of this Agreement waiver or any provision herein containedother action by the Management Stockholders as the consent, waiver or other action, as the case may be, of any such Permitted Transferees of such Management Stockholders.

Successors, Assigns and Transferees. This Agreement shall The rights and obligations of each party hereto may not be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities areassigned, in whole or in part, converted into without the written consent of the Company, the Monarch Holders Majority, the Oaktree Holders Majority, and the Silver Oak Holder (for so long as the Monarch Holders, the Oaktree Holders, and the Silver Oak Holder hold any Registrable Securities, respectively); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or exchanged in part, by any Investor to any transferee of Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Company Shares and such transferee shall, with the consent of the transferring Investor, be treated as an "Investor" for securities all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a "Holder" for all purposes of this Agreement) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a "Permitted Assignee" and all such Persons, collectively, are "Permitted Assignees"); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a different issuer or become convertible or exchangeable into securities joinder agreement, in form and substance acceptable to each Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a different issuerparty hereto (together with any other documents the Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and any obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that immediately if the transferee was a Holder prior to such event holds Registrable Securities wouldtransfer, following completion of such event (x) hold securities that are (ortransferee shall have the same rights, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights benefits and obligations under this Agreement with respect to such securities transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). 9. Each New Holder hereby accedes to and ratifies the Agreement and covenants and agrees with the Company to be bound by the terms of such issuer the Agreement as a "Holder" and to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by it under or by virtue of the Agreement in all respects as if named as a party therein. 10. The Company covenants and agrees that each New Holder shall be entitled to all the benefits of the terms and conditions of the Agreement to the extent (treating such issuer as intent and effect that the “Company” hereunder New Holder shall be deemed, with respect effect from the date on which the New Holder executes this instrument, to such securities) any such securities are Registrable Securities, in be a written instrument delivered party to the HoldersAgreement as a "Holder." 11. Except The Agreement, as provided amended by this Amendment, is and shall continue to be in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned full force and effect. 12. This Amendment may be executed in this Agreement is intended or shall be construed to give any Person other than number of counterparts and by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an original and their respective successors all of which when taken together shall constitute one and permitted assigns any legal or equitable right, remedy or claim under, or in respect the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of manually executed counterpart of this Agreement or any provision herein containedAmendment. 13. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assignsassigns under this Section 11.2. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be for the parties hereto benefit of and enforceable by any transferee of such Registrable Securities, provided that such transferee acquires such Registrable Securities in accordance with all of the terms of the Securityholders Agreement, provided further, that an express assignment shall have been made, and the transferee has executed a joinder agreement agreeing to be bound by all of the transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”) and provided further, that the Hayfords’ rights under Section 1.2 hereof shall not be transferable other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that permitted under the Securityholders Agreement (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion death of either WJH or exchange MLH to WJH’s or MLH’s executors, administrators, testamentary legatees or beneficiaries or (ii) for estate planning purposes to one of the entities enumerated in Section 1.4 of the Securityholders Agreement. Notwithstanding anything herein to the contrary, the Management Securityholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other securitiesparties hereto shall be entitled to deal exclusively with the Management Securityholders and rely on the consent, if then issued would waiver or any other action by the Management Securityholders as the consent, waiver or other action, as the case may be) “restricted securities” or “control securities” (as , of any such terms are used for purpose of Rule 144 under the Securities Act) in the hands Permitted Transferees of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedManagement Securityholders.

Successors, Assigns and Transferees. (1) This Agreement shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto successors, assigns and their respective successors and permitted assigns. The provisions transferees of this Agreement which are for the benefit each of the parties hereto parties, including, without limitation and without the need for an express assignment, subsequent Holders. In connection with any transaction in which any Person other than the Company may be transferred or assigned CharterMac becomes obligated to issue any securities in exchange for Special Common Units (including pursuant to any Person in connection with a Transfer (as defined in the Investment Agreement) merger, combination or reorganization of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock CharterMac or any other Registrable Securities are, in whole sale of all or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume substantially all of the Company’s rights and assets of CharterMac), such Person shall execute an assumption agreement assuming CharterMac's obligations under this Agreement with respect to such securities of such issuer hereunder on terms reasonably satisfactory to the extent Investor Members. (treating such issuer as the “Company” hereunder with respect to such securities2) If any such securities are successor, assignee or transferee of a Holder shall acquire Special Common Units or Registrable Securities, in any manner, whether by operation of law or otherwise, such Special Common Units or Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Special Common Units or Registrable Securities such Person shall be entitled to receive the benefits hereof and shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof. (3) The term "successor, assignee or transferee of a written instrument delivered Holder" shall include any Person that acquires Special Common Units or Registrable Securities by operation of law, including upon the merger or consolidation, liquidation or dissolution of the Holder. (4) A pledgee of Registrable Securities which is an Institutional Lender shall be entitled to all the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in benefits of a Holder under this Agreement is intended and CharterMac agrees to identify such pledgee as a potential selling shareholder in the original filing of the Shelf Registration Statement or, if necessary, file a supplement or shall be construed amendment thereto within five (5) Business Days of receipt of a request therefor from such pledgee in order to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedso identify such pledgee.

Successors, Assigns and Transferees. This Agreement shall will be binding upon and shall inure to the benefit of the parties Parties hereto and their respective legal representatives, heirs, legatees, successors and permitted assignsassigns and any other transferee of the Shares that is an Affiliate of a Stockholder and will also apply to any Shares acquired by Stockholders after the date hereof. This Agreement is not intended to and does not confer upon any Person other than the Parties to any rights or remedies under this Agreement. The provisions rights granted to each Stockholder (together with the related obligations) pursuant to this Agreement (but not including the rights and obligations of the Stockholder pursuant to Section 1 of this Agreement which are for and subject to the benefit of the parties hereto other than the Company proviso in Section 2(d)) may be transferred or assigned Transferred by such Stockholder to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to who acquires from such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, Stockholder at least 5% of the class Parent Common Stock outstanding on the date of such securities when Transfer; provided, that such securities are issued (or when Stockholder shall give Parent written notice at the time of such securities may be acquired upon conversion, exercise or exchange, in Transfer stating the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all name and address of the Company’s rights transferee and obligations under this Agreement identifying the securities with respect to which such securities rights are being assigned. In the event that any Stockholder Transfers all or any portion of its Shares to any Affiliate of such issuer Stockholder or to any other Person pursuant to the extent (treating prior sentence, such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in transferee will execute a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect counterpart of this Agreement or any provision herein containedin the form attached as Exhibit A hereto and agree to be bound by the terms hereof other than Section 1 of this Agreement, and be entitled to the rights provided herein, for all purposes hereunder. Any Affiliate of a Stockholder that receives Shares hereunder will be considered a "Stockholder" for all purposes hereunder other than under Sections 1 and 8(a) of this Agreement. The Company may not assign this Agreement without the written consent of the Stockholders holding a majority of the Registrable Shares then held by the Stockholders.

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties hereto, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written notice consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyParty’s rights and obligations under this Agreement in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. (b) Notwithstanding any other terms of this Section 4.05, in connection with the Sale of Registrable Securities: (i) Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “Transferee”). (ii) A Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities are Registrable Securitiessubsequent transferee, a “Subsequent Transferee”). (iii) Parent and any Permitted Transferee (as applicable) may assign its rights under Section 3.02 to any Permitted Transferee; provided that SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the Permitted Transferee and (y) the Permitted Transferee executes a counterpart in a written instrument delivered the form attached hereto as Exhibit A and delivers the same to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedSpinCo.

Successors, Assigns and Transferees. (i) This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors and permitted assignsassigns who agree in writing to be bound by the provisions of this Agreement. The In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of Holders shall also be for the parties hereto other than benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the Company provisions contained herein. The rights of a Holder hereunder may be transferred or assigned to any Person in connection (but only with a Transfer (as defined in the Investment Agreementall related obligations set forth below) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities effected in accordance with the terms of this Agreement to a liquidation preference or market value Permitted Transferee of that Holder. The rights of Continuing LLC Investor hereunder may be assigned at least $50,000,000any time in connection with the sale of all of the Registrable Securities it owns at the time of such sale to a Person; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to assume all of Continuing LLC Investor’s rights and obligations under this Agreement. In the event that Continuing LLC Investor sells fewer than all of the Registrable Securities it owns at the time of such sale to a Person, such Person may become a party to this Agreement; provided, that the successor or acquiring person shall assume the rights and obligations of the Other Investors and shall not assume the rights and obligations of Continuing LLC Investor. Without prejudice to any other or similar conditions imposed hereunder with respect to such Transfer, no assignment permitted under the terms of this Section 11(d) will be effective unless and until the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Issuer the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by, and subject be party to, this Agreement as a “Holder” Agreement. A Permitted Transferee to whom rights are transferred pursuant to a written instrument in form and substance reasonably acceptable this Section 11(d) may not again Transfer those rights to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities arePermitted Transferee, other than as provided in whole this Section 11(d). The Issuer may assign this Agreement at any time in connection with a sale or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% acquisition of the class Issuer, whether by merger, consolidation, sale of such securities when such securities are issued (all or when such securities may be acquired upon conversionsubstantially all of the Issuer’s assets, exercise or exchangesimilar transaction, without the consent of the Holders; provided, that the successor or acquiring Person agrees in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer writing to assume all of the CompanyIssuer’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedAgreement.

Successors, Assigns and Transferees. This (a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon and shall upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. The provisions of Veralto may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Veralto, whether by merger, consolidation, sale of all or substantially all of Veralto’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock Holders; provided that the successor or other Registrable Securities to such acquiring Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyVeralto’s rights and obligations under this Agreement. Xxxxxxx may assign this Agreement to any member of the Xxxxxxx Group or at any time in connection with a sale or acquisition of Xxxxxxx, whether by merger, consolidation, sale of all or substantially all of Xxxxxxx’x assets, or similar transaction, without the consent of Veralto. (b) In connection with the Sale of Registrable Securities, Xxxxxxx may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Xxxxxxx Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if Veralto provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Xxxxxxx immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) Veralto is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Veralto (any such securities transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such issuer Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Veralto provides prior written consent to the extent transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (treating C) any other subsequent transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Xxxxxxx immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) Veralto is given written notice prior to or at the time of such issuer as Sale stating the “Company” hereunder name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Veralto (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).

Successors, Assigns and Transferees. This Agreement shall The rights and obligations of each party hereto may not be binding upon assigned, in whole or in part, without the written consent of (a) the Company, (b) the Tiptree Investors (for so long as the Tiptree Investors hold any Registrable Securities) and shall inure to (c) the benefit of Warburg Investors (for so long as the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to Warburg Investors hold any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Registerable Securities); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, without such written consent (ix) by any Tiptree Investor to any transferee of Registrable Securities, and such transferee shall, with the consent of the transferring Tiptree Investor, be treated as a Tiptree Investor for all purposes of this Agreement, and (insofar y) by the Warburg Investors to any transferee of Registrable Securities, and such transferee shall, with the consent of the transferring Warburg Investor, be treated as practicable) prior written notice a Warburg Investor for all purposes of this Agreement; provided, further, that such assignment of rights is given transfer to the Company extent applicable is otherwise effected pursuant to, and in accordance with, the Stockholders Agreement (ii) each Person to whom the rights and obligations are assigned in compliance with this Section 3.05 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that any such transferee agrees in writing to shall only be bound by, and subject to, this Agreement admitted as a “Holder” pursuant to party hereunder upon its, his or her execution and delivery of a written instrument joinder agreement, in form and substance reasonably acceptable to each Tiptree Investor and Warburg Investor, agreeing to be bound by the Company. If the Company consolidates or merges terms and conditions of this Agreement as if such Person were a party hereto (together with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other documents the Tiptree Investors and Warburg Investors reasonably determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities are, in whole or in part, converted into or exchanged for securities of (except that if the transferee was a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities wouldtransfer, following completion of such event (x) hold securities that are (ortransferee shall have the same rights, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights benefits and obligations under this Agreement with respect to such securities of transferred Registrable Securities as were applicable to Registrable Securities held by such issuer to the extent (treating such issuer as the “Company” hereunder with respect transferee prior to such securities) any such securities are transfer). Nothing herein shall operate to permit a transfer of Registrable Securities, in a written instrument delivered to Securities otherwise restricted by the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Stockholders Agreement or any provision herein containedother agreement to which any Holder may be a party.

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors permitted successors, personal representatives and permitted assignsassigns under this Section 9.2. The Company may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Majority Voting Holders. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer holder of Registrable Securities with a liquidation preference or market value shall be for the benefit of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice and enforceable by any transferee of such assignment Registrable Securities. Any holder of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities aremay, at its election and at any time or from time to time, assign its rights under this Agreement, in whole or in part, converted into to any Person to whom such holder sells, assigns or exchanged for securities otherwise transfers its shares of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder Registrable Securities; provided that immediately prior to (i) such event holds transferee acquires such Registrable Securities would, following completion in accordance with any then applicable transfer restrictions in respect of such event Registrable Securities and (xii) hold securities that are (or, in the case of securities issuable no such assignment shall be binding upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then obligate the Company will use its best efforts to cause any such issuer transferee unless and until such transferee executes a joinder agreement agreeing to assume be bound by all of the Companytransferor’s rights and obligations under this Agreement with respect to such securities hereunder, including, without limitation, Section 4 hereof, copies of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument which shall have been delivered to the HoldersCompany (each such transferee, a "Permitted Transferee”). Except as provided in Section 5 with respect Notwithstanding anything herein to an Indemnified Partythe contrary, nothing expressed or mentioned in this Agreement is intended or the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all other parties shall be construed entitled to give any Person other than deal exclusively with the parties hereto Management Stockholders and their respective successors and permitted assigns any legal or equitable rightrely on the consent, remedy or claim under, or in respect of this Agreement waiver or any provision herein containedother action by the Management Stockholders as the consent, waiver or other action, as the case may be, of any such Permitted Transferees of such Management Stockholders.

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Company may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock sale or Common Stock issued upon conversion acquisition of the Series A Preferred Stock Company, whether by merger, consolidation, sale of all or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) substantially all of the Investment Agreement, to a lender in connection with a Permitted LoanCompany’s assets, or to a transferee similar transaction, without the consent of the Holders; provided that the successor or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement. AT&T may assign this Agreement at any time in connection with a sale or acquisition of AT&T, whether by merger, consolidation, sale of all or substantially all of AT&T’s assets, or similar transaction, with the consent of the Company. (b) It is acknowledged and agreed that on the date hereof, AT&T is the only Holder for purposes of this Agreement. In connection with the transfer of Registrable Securities, AT&T may assign its rights and obligations under this Agreement relating to such Registrable Securities to the following transferees: (i) a Subsidiary of AT&T, provided that a Subsidiary of AT&T shall not include the Company and its Subsidiaries, to which Registrable Securities are transferred, (ii) any defined benefit plan to which AT&T is the sponsor to which Registrable Securities are transferred, or (iii) any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by AT&T immediately following the completion of the IPO; provided that, in each case, (x) the Company is given written notice prior to the or at the time of such sale stating the name and address of the transferee and identifying the securities with respect to such securities which the Registration-related rights and obligations are being sold and (y) the transferee executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of such issuer which shall be furnished to the extent Company (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securitiestransferee in such sale, a “Permitted Transferee”). Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in a written instrument delivered to the Holders. Except as provided in Section 5 connection with respect to an Indemnified Partysuch transfer unless such transferee complies with all such covenants, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person agreements and other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedundertaking.

Successors, Assigns and Transferees. (i) This Agreement shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit assigns of the parties hereto other than as hereinafter provided. Except as expressly provided in this Section 8(j), the Company rights of the parties hereto cannot be assigned and any purported assignment or Transfer to the contrary shall be void ab initio. So long as the terms of this Section 8(j) are followed and such transfer is in compliance with the Joint Venture Agreement, any Holder may be transferred or assigned assign any of its rights under this Agreement, without the consent of the Company, to any Person to whom such Holder Transfers any Registrable Securities or any rights to acquire Registrable Securities so long as such Transfer is not made pursuant to an effective Registration Statement or pursuant to Rule 144 or Rule 145 (or any successor provisions) under the Securities Act or in connection with a Transfer any other manner or to any Person the effect or consequences of which is to cause the Transferred securities to be freely transferable without regard to the volume and manner of sale limitations set forth in Rule 144 (as defined or any successor provision) in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion hands of the Series A Preferred Stock or other transferee on the date of such Transfer. (ii) Notwithstanding Section 8(j)(i), no Holder may assign any of its rights under this Agreement to any Person to whom such Holder Transfers any Registrable Securities to if the Transfer of such Registrable Securities requires registration under the Securities Act. (iii) No Person in a Transfer permitted may be assigned any rights under this Agreement unless the Company is given written notice by Section 5.08(b)(i) the assigning party stating the name and address of the Investment Agreementassignee, identifying the securities of the Company as to which the rights in question are being assigned, and providing a lender in connection with a Permitted Loan, or to a transferee or group detailed description of Affiliated transferees in connection with a Transfer the nature and extent of Registrable Securities with a liquidation preference or market value of at least $50,000,000the rights that are being assigned; provided, however, that no such assignment shall be effective until (ix) (insofar as practicable) prior the Company receives the written notice of such assignment of rights is given pursuant to the Company this Section 8(j)(iii) and (iiy) such transferee the assignee agrees in writing to be bound by, by and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) terms and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the Company’s rights and obligations under this Agreement with respect to such securities of such issuer to the extent (treating such issuer as the “Company” hereunder with respect to such securities) any such securities are Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect conditions of this Agreement or any provision herein containedAgreement, including, without limitation, the provisions of this Section 8(j).

Successors, Assigns and Transferees. This (a) Except as set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto Parties, and their respective successors and permitted assigns. The provisions of this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000; provided, however, that (i) (insofar as practicable) neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written notice consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of rights is given to the Company and (ii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyParty’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. (b) Notwithstanding any other terms of this Section 4.05, in connection with the Sale of Registrable Securities: (i) Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “Transferee”). (ii) A Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such securities are Registrable Securitiessubsequent transferee, a “Subsequent Transferee”). (iii) Parent and any Permitted Transferee (as applicable) may assign its rights under Section 3.02 to any Permitted Transferee; provided that SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the Permitted Transferee and (y) the Permitted Transferee executes a counterpart in a written instrument delivered the form attached hereto as Exhibit A and delivers the same to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedSpinCo.

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of CS&L may assign this Agreement which are for the benefit of the parties hereto other than the Company may be transferred or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of CS&L, whether by merger, consolidation, sale of all or substantially all of CS&L’s assets or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyCS&L’s rights and obligations under this Agreement. (b) Each Holder shall be permitted to Sell without restriction all or any portion of its Registrable Securities (1) in a transaction that is registered under the Securities Act and applicable state securities laws, or (2) upon receipt by CS&L of a legal opinion reasonably acceptable to CS&L from counsel reasonably acceptable to CS&L, or other documentation requested by CS&L, that registration under such laws is not required in connection with such offer, Sale or transfer. Upon any such Sale pursuant to clause (2) in which the Common Stock Sold is still subject to restrictions on transfer under the Securities Act and bears a restrictive legend, the Holder shall be permitted to assign its Registration related rights and obligations under this Agreement relating to the Registrable Securities Sold; provided that (x) CS&L is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to such securities which the Registration related rights and obligations are being Sold, and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to CS&L (a “Permitted Transferee”). In addition, a Holder may assign its Registration related rights under this Agreement to a Pledgee Transferee upon foreclosure; provided that (x) CS&L is given written notice prior to or at the time of such issuer to foreclosure stating the extent (treating such issuer as name and address of the “Company” hereunder Pledgee Transferee and identifying the securities with respect to such securitieswhich the Registration related rights and obligations are being Sold, and (y) any the Pledgee Transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to CS&L, in which case the Pledgee Transferee shall also be a Permitted Transferee. In all cases, the Registration related rights shall not be transferred unless the transferee thereof executes a counterpart attached hereto as Exhibit A and delivers the same to CS&L. Any transfers of Registrable Securities not made in accordance with the provisions of this Section 3.06 shall cause such securities are to no longer be deemed to be Registrable Securities, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in Securities under this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein containedAgreement.

Successors, Assigns and Transferees. (a) This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The provisions of Baxalta may assign this Agreement which are for the benefit to any member of the parties hereto other than the Company may be transferred Baxalta Group or assigned to at any Person time in connection with a Transfer (as defined in sale or acquisition of Baxalta, whether by merger, consolidation, sale of all or substantially all of Baxalta’s assets, or similar transaction, without the Investment Agreement) of Series A Preferred Stock or Common Stock issued upon conversion consent of the Series A Preferred Stock or other Registrable Securities to such Person in a Transfer permitted by Section 5.08(b)(i) of the Investment Agreement, to a lender in connection with a Permitted Loan, or to a transferee or group of Affiliated transferees in connection with a Transfer of Registrable Securities with a liquidation preference or market value of at least $50,000,000Holders; provided, however, that (i) (insofar as practicable) prior written notice of such assignment of rights is given to the Company and (ii) such transferee successor or acquiring Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. If the Company consolidates or merges with or into any Person or otherwise becomes party to a Reorganization Event (as defined in the Certificate of Designations) and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer or become convertible or exchangeable into securities of a different issuer, and any Holder that immediately prior to such event holds Registrable Securities would, following completion of such event (x) hold securities that are (or, in the case of securities issuable upon the conversion or exchange of other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Holder or (y) beneficially own (as defined in the Certificate of Designations), together with such Holder’s Affiliates, at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities), then the Company will use its best efforts to cause such issuer to assume all of the CompanyBaxalta’s rights and obligations under this Agreement. Baxter may assign this Agreement to any member of the Baxter Group or at any time in connection with a sale or acquisition of Baxter, whether by merger, consolidation, sale of all or substantially all of Xxxxxx’x assets, or similar transaction, without the consent of Baxalta. (b) In connection with the Sale of Registrable Securities, Baxter may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Xxxxxx Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) the Xxxxxx International Inc. and Subsidiaries Pension Plan or any other defined benefit plan of which Baxter is the sponsor to which Registrable Securities are Sold, (iv) any other transferee to which Registrable Securities are Sold, if Baxalta provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (v) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Baxalta’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (i), (ii), (iii), (iv) or (v), (x) Baxalta is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Baxalta (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if Baxalta provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of Baxalta’s then-issued and outstanding securities of such issuer to the extent (treating such issuer same class as the “Company” hereunder Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided, that in the case of clauses (A), (B) or (C), (x) Baxalta is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to such securitieswhich the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to Baxalta (any such securities are Registrable Securitiessubsequent transferee, in a written instrument delivered to the Holders. Except as provided in Section 5 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in respect of this Agreement or any provision herein contained“Subsequent Transferee”).