Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" shall have the meaning ascribed to such term in the Mezzanine Credit Agreement. "Agreement" shall mean this Registration Rights Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. "Blackout Period" shall have the meani

Section 1.2 — Interpretive Provisions. Unless the context otherwise requires, for purposes of this Agreement: (a) References to "Articles," "Sections," "Exhibits," and "Schedules" are references to articles, sections, exhibits, and schedules of and to this Agreement. (b) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretat

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Demand Registration Rights. (a) Number of Demands. Subject to the terms and conditions of this Agreement, the Holder shall be entitled to request that the Company effect a total of two (2) registrations of all or any portion of the Registrable Securities held by the Holder under the Securities Act on Form S-1 or, if available, Form S-3 (each, a "Demand Registration," and the registration statement filed

Section 2.2 — Piggyback Registration Rights. (a) Notice of Registration. If at any time after the date hereof the Company proposes to file a registration statement under the Securities Act with respect to a public offering of its equity securities (whether for the Company's own account or for the account of any other securityholder of the Company, including the Sponsor or any of its Affiliates) on any form that would

Section 2.3 — Shelf Registration (Form S-3). (a) Availability. At any time after the Company becomes eligible to use Form S-3 (or any successor short-form registration statement) for the registration of securities for resale, the Holder may deliver a written request (a "Shelf Request") to the Company requesting that the Company file a registration statement on Form S-3 (a "Shelf Registration Statement") covering the

Section 2.4 — Postponement and Suspension Rights. (a) Blackout Period. Notwithstanding any other provision of this Agreement, the Company may postpone the filing or the effectiveness of, or suspend the Holder's use of, any registration statement filed or to be filed pursuant to this Agreement for a period not to exceed sixty (60) days (each such period, a "Blackout Period") if the Board determines in good faith, by r

Section 2.5 — Registration Procedures. In connection with each registration of Registrable Securities effected pursuant to this Agreement (whether a Demand Registration, a Piggyback Registration, or a registration pursuant to a Shelf Registration Statement), the Company shall: (a) Prepare and file with the Commission the applicable registration statement and prospectus (and all exhibits, financial statements, and oth

Section 2.6 — Registration Expenses. (a) Definition of Registration Expenses. As used in this Agreement, "Registration Expenses" shall mean all fees, costs, and expenses incurred by the Company in connection with or related to any Demand Registration, Piggyback Registration, or Shelf Registration effected pursuant to this Agreement, including: (i) all SEC registration and filing fees; (ii) all fees and expenses assoc

Section 2.7 — Lock-Up Agreements. (a) Holder Lock-Up. In connection with any underwritten offering of the Company's equity securities pursuant to this Agreement or otherwise, the Holder shall, if requested by the managing Underwriter or Underwriters for such offering, agree not to (i) sell, offer to sell, contract to sell, pledge, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose

Section 3.1 — Indemnification by the Company. (a) In connection with any registration of Registrable Securities pursuant to this Agreement, the Company shall indemnify, defend, and hold harmless, to the fullest extent permitted by applicable law, the Holder, its Affiliates (including Ridgeline Capital Management, LLC, in its capacity as the general partner of the Holder), and their respective officers, directors, par

Section 3.2 — Indemnification by the Holder. (a) In connection with any registration of Registrable Securities pursuant to this Agreement in which the Holder participates, the Holder shall indemnify, defend, and hold harmless, to the fullest extent permitted by applicable law, the Company, its officers (including, without limitation, Marcus W. Ellison, Janet R. Prescott, and Robert D. Nagamine), directors, employees,

Section 3.3 — Contribution. (a) If the indemnification provided for in Section 3.1 or Section 3.2 is unavailable to, or is insufficient to hold harmless, an indemnified Person in respect of any Losses for which such indemnified Person is entitled to indemnification hereunder, then each indemnifying Person shall contribute to the amount paid or payable by such indemnified Person as a result of such Losses in such prop

Section 3.4 — Survival. The indemnification and contribution obligations of the Company and the Holder under this Article III shall survive the termination of this Agreement and any transfer of Registrable Securities by the Holder, and shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person.

ARTICLE IV — HOLDER INFORMATION AND COOPERATION

Section 4.1 — Information from Holder. (a) In connection with any registration of Registrable Securities pursuant to this Agreement, the Holder shall furnish to the Company such written information regarding the Holder, the Registrable Securities held by the Holder, and the intended method or methods of disposition of such Registrable Securities as the Company or any Underwriter may reasonably request in connection w

Section 4.2 — Cooperation. The Holder shall cooperate with the Company and any Underwriter as may be reasonably requested in connection with the preparation and filing of any registration statement hereunder, including by: (a) timely executing and delivering all customary documents reasonably requested in connection with a registration, including selling stockholder questionnaires, powers of attorney, custody agreeme

ARTICLE V — RULE 144 COMPLIANCE

Section 5.1 — Rule 144 Reporting. (a) At such time as the Company becomes subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company shall use commercially reasonable efforts to: (i) file with the Commission in a timely manner all reports, schedules, forms, statements, and other documents required to be filed by it under the Securities Act and the Exchange Act (including all

ARTICLE VI — TRANSFERS OF REGISTRATION RIGHTS

Section 6.1 — Assignment. (a) The rights of the Holder under this Agreement may be assigned, in whole or in part, by the Holder to any Permitted Transferee who acquires Registrable Securities from the Holder; provided that, as a condition precedent to the effectiveness of any such assignment: (i) such Permitted Transferee shall have agreed in writing to be bound by all of the terms and conditions of this Agreement as

Section 6.2 — No Transfer of Company Obligations. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns; provided, however, that the Company may not assign or delegate its obligations under this Agreement to any Person without the prior written consent of the Holder, and any purported assignment or delegation in violation of this Section 6.2 shall be null and void