REGISTRATION RIGHTS AGREEMENT
by and among
ARDENT APEX HOLDINGS INC.
a Delaware corporation,
ARDENT CAPITAL PARTNERS III LP
a Delaware limited partnership,
NORTHVALE SOVEREIGN HOLDINGS LTD.
an exempted limited company organized under the laws of the Cayman Islands,
SUMMIT RIDGE CAPITAL PARTNERS LP
a Delaware limited partnership,
and
THE MANAGEMENT HOLDERS PARTY HERETO
Dated as of [●], 2025
TABLE OF CONTENTS
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of [●], 2025 (the "Closing Date"), by and among:
(1) Ardent Apex Holdings Inc., a Delaware corporation (the "Company"), with its principal office at c/o Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, New York 10022 (EIN: 93-2178435; incorporated March 5, 2025, in the State of Delaware; Delaware registered agent: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904);
(2) Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), acting through its general partner Ardent Capital GP III LLC, a Delaware limited liability company, with its principal office at 399 Park Avenue, 42nd Floor, New York, New York 10022 (EIN: 87-3941026);
(3) Northvale Sovereign Holdings Ltd., an exempted limited company organized under the laws of the Cayman Islands (the "Northvale Co-Investor"), with its registered office at PO Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (contact: Ahmad Al-Rashid, Head of Direct Investments), which has made an equity co-investment commitment of Two Hundred Million Dollars ($200,000,000) in connection with the transactions described herein;
(4) Summit Ridge Capital Partners LP, a Delaware limited partnership (the "Summit Ridge Co-Investor" and, together with the Northvale Co-Investor, the "Co-Investors"), with its principal office at 161 North Clark Street, Suite 4700, Chicago, Illinois 60601 (contact: Karen Lindstrom, Partner), which has made an equity co-investment commitment of One Hundred Million Dollars ($100,000,000) in connection with the transactions described herein; and
(5) The Management Holders identified on the signature pages hereto (each individually, a "Management Holder" and, collectively, the "Management Holders"), consisting of:
(a) Dr. Stefan Kessler, Chief Executive Officer of Luminex Systems AG, who has contributed rollover equity in an amount equal to One Hundred Forty-Two Million Eight Hundred Thousand Dollars ($142,800,000), representing approximately sixty percent (60%) of his pre-transaction equity value of Two Hundred Thirty-Eight Million Dollars ($238,000,000), for an approximate eight and one-half percent (8.5%) equity interest in the Company;
(b) Annelise Gruber, Chief Financial Officer of Luminex Systems AG, who has contributed rollover equity in an amount equal to Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000), representing approximately fifty percent (50%) of her pre-transaction equity value of One Hundred Seventeen Million Six Hundred Thousand Dollars ($117,600,000), for an approximate four and two-tenths percent (4.2%) equity interest in the Company;
(c) Dr. Markus Vogt, Chief Technology Officer of Luminex Systems AG, who has contributed rollover equity in an amount equal to Fifty-Eight Million Five Hundred Twenty Thousand Dollars ($58,520,000), representing approximately fifty-five percent (55%) of his pre-transaction equity value of One Hundred Six Million Four Hundred Thousand Dollars ($106,400,000), for an approximate three and eight-tenths percent (3.8%) equity interest in the Company; and
(d) Other management and employee holders who are signatories to this Agreement, who have contributed rollover equity in the aggregate amount of approximately One Hundred Forty-Four Million Nine Hundred Thousand Dollars ($144,900,000), representing approximately forty-five percent (45%) of their aggregate pre-transaction equity value of Three Hundred Twenty-Two Million Dollars ($322,000,000), for an aggregate approximate eleven and one-half percent (11.5%) equity interest in the Company.
The aggregate rollover equity contributed by all Management Holders equals Four Hundred Five Million Twenty Thousand Dollars ($405,020,000). Each of the parties identified in clauses (1) through (5) above is sometimes referred to herein individually as a "Party" and collectively as the "Parties." All equity holders of the Company who are or become parties to this Agreement are referred to collectively herein as "Holders."
RECITALS
WHEREAS, the Company was incorporated in the State of Delaware on March 5, 2025, for the purpose of serving as the direct parent entity of Luminex Systems Holdings Inc. (the "Target"), which is the surviving corporation in the reverse triangular merger described below, and which directly or indirectly owns Luminex Systems AG (a corporation organized under the laws of Switzerland), Luminex Systems Inc. (a Delaware corporation), Luminex Systems UK Ltd. (a private limited company organized under the laws of England and Wales), Luminex Systems GmbH (a limited liability company organized under the laws of Germany), and Luminex Systems Pte. Ltd. (a private company limited by shares organized under the laws of Singapore) (Recital A);
WHEREAS, in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among the Company, Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Luminex Systems Holdings Inc. (the "Target"), pursuant to which Merger Sub merged with and into the Target, with the Target surviving as a wholly owned subsidiary of the Company, in a reverse triangular merger under the General Corporation Law of the State of Delaware (the "Merger"), the Sponsor contributed Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) in equity capital, the Northvale Co-Investor contributed Two Hundred Million Dollars ($200,000,000) in equity capital, the Summit Ridge Co-Investor contributed One Hundred Million Dollars ($100,000,000) in equity capital, and the Management Holders contributed rollover equity in the aggregate amount of Four Hundred Five Million Twenty Thousand Dollars ($405,020,000), in each case in exchange for shares of Common Stock and/or other equity securities of the Company (Recital B);
WHEREAS, Crestline Mezzanine Partners II LP, a Delaware limited partnership ("Crestline"), holds warrants (the "Mezzanine Warrants") to purchase equity securities of the Company representing two percent (2.0%) of the fully diluted equity of the Company, which Mezzanine Warrants were issued pursuant to that certain Mezzanine Warrant Agreement, dated as of the Closing Date, between the Company and Crestline (the "Mezzanine Warrant Agreement"), and Crestline shall be entitled to become a party hereto as a "Holder" upon exercise of the Mezzanine Warrants and execution of a joinder agreement in the form attached hereto as Exhibit A (Recital C);
WHEREAS, the Parties desire to set forth their agreements regarding the registration under the Securities Act of 1933, as amended (as defined below, the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") promulgated thereunder, of certain equity securities of the Company held by the Holders (the "Registrable Securities"), in connection with any future initial public offering or other public offering of the Company's equity securities (Recital D); and
WHEREAS, this Agreement is entered into pursuant to Section [●] of that certain Stockholders Agreement, dated as of the Closing Date (as defined below, the "Stockholders Agreement"), among the Company, the Sponsor, the Co-Investors, and the Management Holders, which Stockholders Agreement provides that the Parties shall enter into a registration rights agreement on the terms and conditions set forth herein (Recital E).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors of the Company (as evidenced by a resolution duly adopted by a majority of the directors then in office), (i) would be required to be included in a Registration Statement or prospectus in order for such Registration Statement or prospectus not to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the disclosure of which at such time would be materially adverse to the Company or any of its subsidiaries, taken as a whole, or would materially interfere with any bona fide financing, acquisition, disposition, corporate reorganization, or other material transaction involving the Company or any of its subsidiaries that is then pending or in progress.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, (a) with respect to the Sponsor, "Affiliate" shall include Ardent Capital GP III LLC, Ardent Capital Partners III LP, any parallel fund or alternative investment vehicle managed or advised by the Sponsor or its general partner, and the portfolio companies controlled by the Sponsor, but shall not include the Company or any of its subsidiaries; and (b) with respect to any Management Holder who is a natural person, "Affiliate" shall not include any entity solely by reason of such Management Holder's employment or service as a director or officer.
"Board" means the board of directors of the Company (Ardent Apex Holdings Inc.).
"Business Day" means any day other than a Saturday, Sunday, or other day on which banking institutions in the City of New York, New York, are authorized or required by law or executive order to close.
"Closing Date" means the date of the closing of the transactions contemplated by the Merger Agreement, which date is the date first written above.
"Commission" or "SEC" means the United States Securities and Exchange Commission or any successor governmental agency or authority performing similar functions.
"Common Stock" means the shares of common stock, par value $0.01 per share, of the Company, including any securities issued or issuable in respect thereof by way of stock split, stock dividend, recapitalization, reclassification, merger, consolidation, exchange, or similar transaction.
"Company" has the meaning set forth in the preamble to this Agreement and includes any successor entity thereto.
"Co-Investors" means Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP, and their respective Permitted Transferees who become parties to this Agreement.
"Demand Registration" has the meaning set forth in Section 2.1.
"DGCL" means the General Corporation Law of the State of Delaware, as amended from time to time.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Form S-1" means a registration statement on Form S-1 under the Securities Act (or any successor form thereto that is available for the registration of securities under the Securities Act).
"Form S-3" means a registration statement on Form S-3 under the Securities Act (or any successor form thereto that is available for the registration of securities under the Securities Act).
"Holder" means each of the Sponsor, the Co-Investors, the Management Holders, and any Person who becomes a party to this Agreement as a Holder in accordance with the terms hereof (including Crestline Mezzanine Partners II LP upon exercise of its Mezzanine Warrants and execution of a joinder agreement in accordance with Section 9.2), together with their respective Permitted Transferees who agree to be bound by this Agreement pursuant to a joinder agreement in the form of Exhibit A. For the avoidance of doubt, any transferee of Registrable Securities who does not execute a joinder agreement in accordance with the terms hereof shall not be a "Holder" for purposes of this Agreement.
"Indemnified Party" has the meaning set forth in Section 7.3.
"Indemnifying Party" has the meaning set forth in Section 7.3.
"IPO" means the initial public offering of shares of Common Stock of the Company (or any successor entity thereto, including any entity into which the Company is reorganized or converted in connection with such initial public offering) pursuant to an effective Registration Statement filed under the Securities Act.
"IPO Date" means the date of the closing of the IPO.
"Lock-Up Period" has the meaning set forth in Section 6.1.
"Losses" has the meaning set forth in Section 7.1.
"Management Holders" means Dr. Stefan Kessler, Annelise Gruber, Dr. Markus Vogt, and each of the other management and employee holders of the Company who are signatories to this Agreement (or who subsequently become parties hereto by executing a joinder agreement), together with their respective Permitted Transferees who agree to be bound by this Agreement.
"Merger" has the meaning set forth in the recitals to this Agreement.
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 24, 2025, among the Company, Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mezzanine Warrant Agreement" means that certain Mezzanine Warrant Agreement, dated as of the Closing Date, between the Company and Crestline Mezzanine Partners II LP, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mezzanine Warrants" means the warrants issued to Crestline Mezzanine Partners II LP pursuant to the Mezzanine Warrant Agreement to purchase equity securities of the Company representing two percent (2.0%) of the fully diluted equity of the Company as of the Closing Date (subject to adjustment as provided in the Mezzanine Warrant Agreement).
"Permitted Transferee" means, with respect to any Holder: (a) in the case of the Sponsor, any Affiliate of the Sponsor, any successor fund or parallel fund of the Sponsor, or any limited partner, member, or other equity holder of the Sponsor to whom distributions of securities are made in accordance with the Sponsor's organizational documents; (b) in the case of any Co-Investor, any Affiliate of such Co-Investor; (c) in the case of any Management Holder who is a natural person, any member of such Management Holder's immediate family (including such Management Holder's spouse, domestic partner, parents, siblings, children, or grandchildren), any trust or other estate planning vehicle established for the benefit of such Management Holder or any member of such Management Holder's immediate family, any personal holding company or family limited partnership of such Management Holder, or the estate or executor of the estate of such Management Holder; and (d) in each case, any Person to whom such Holder or Permitted Transferee is permitted to transfer Registrable Securities under the Stockholders Agreement; provided, however, that in each case, such transferee shall have executed a joinder agreement in the form of Exhibit A and agreed in writing to be bound by the terms and conditions of this Agreement and the Stockholders Agreement.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity or association of any kind.
"Piggyback Registration" has the meaning set forth in Section 3.1.
"Registrable Securities" means (i) any shares of Common Stock of the Company held by any Holder, (ii) any shares of Common Stock issuable upon exercise, conversion, or exchange of any warrants, options, convertible securities, or other rights to acquire Common Stock held by any Holder (including, without limitation, the Mezzanine Warrants held by Crestline Mezzanine Partners II LP representing the right to acquire equity securities constituting two percent (2.0%) of the fully diluted equity of the Company), and (iii) any equity securities of the Company issued or issuable in respect of the securities described in clauses (i) or (ii) by way of stock split, stock dividend, recapitalization, reclassification, exchange, or similar event; provided, however, that any such securities shall cease to be "Registrable Securities" when: (a) a Registration Statement with respect to the sale of such securities has been declared effective under the Securities Act and such securities have been disposed of in accordance with the plan of distribution set forth in such effective Registration Statement; (b) such securities have been sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act); (c) such securities are otherwise transferred and new certificates or book-entry positions for such securities not bearing a restrictive legend are delivered by the Company's transfer agent, and subsequent public distribution of such securities does not require registration under the Securities Act; or (d) such securities have ceased to be outstanding.
"Registration Expenses" has the meaning set forth in Section 5.1.
"Registration Statement" means any registration statement filed or to be filed by the Company with the SEC under the Securities Act, including any prospectus, amendments and supplements to such registration statement or prospectus, and all exhibits and other materials filed or incorporated by reference therein.
"Rollover Agreements" means, collectively, the rollover commitment letters and subscription agreements entered into by the Management Holders in connection with the Merger, pursuant to which the Management Holders contributed their rollover equity to the Company in exchange for equity securities of the Company.
"Rule 144" means Rule 144 promulgated by the SEC under the Securities Act (or any successor rule thereto), as in effect from time to time.
"Rule 405" means Rule 405 promulgated by the SEC under the Securities Act (or any successor rule thereto), as in effect from time to time.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Shelf Registration Statement" has the meaning set forth in Section 2.4.
"Shelf Takedown" has the meaning set forth in Section 2.5.
"Sponsor" means Ardent Capital Partners III LP, a Delaware limited partnership, together with its Permitted Transferees who become parties to this Agreement.
"Sponsor Demand" means a Demand Registration initiated by the Sponsor pursuant to Section 2.1.
"Stockholders Agreement" means that certain Stockholders Agreement, dated as of the Closing Date, among the Company, the Sponsor, the Co-Investors, and the Management Holders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Target" means Luminex Systems Holdings Inc., a Delaware corporation.
"Underwritten Offering" means a registered offering in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public, including any such offering that is an Underwritten Shelf Takedown.
"Underwritten Shelf Takedown" has the meaning set forth in Section 2.5.
"WKSI" means a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act.
Section 1.2 — Other Interpretive Provisions.
(a) The headings and captions used in this Agreement and the table of contents hereto are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(b) Unless the context otherwise requires: (i) words expressed in the singular number shall include the plural and vice versa; (ii) words expressed in the masculine shall include the feminine and neuter gender, and vice versa; (iii) the terms "hereof," "herein," "hereto," "hereunder," and derivative or similar words refer to this entire Agreement; and (iv) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement.
(c) The word "including" and words of similar import, when used in this Agreement, shall mean "including, without limitation," unless otherwise specified.
(d) References to any statute, rule, or regulation shall include any amendment, modification, or replacement thereof and any rules and regulations promulgated thereunder, unless otherwise specified.
(e) References to "days" shall mean calendar days unless the term "Business Days" is expressly used. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.
(f) References to "$" or "Dollars" shall mean United States dollars.
(g) The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(h) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as further provided in Section 9.6.
ARTICLE II — DEMAND REGISTRATION RIGHTS
Section 2.1 — Demand Registration.
(a) Sponsor Demand Right. At any time following the earlier of (i) the date that is one hundred eighty (180) days after the closing of the IPO, and (ii) such earlier date as the managing underwriter(s) of the IPO may permit in writing, the Sponsor shall have the right to request in writing (each, a "Demand Request") that the Company file a Registration Statement under the Securities Act (on Form S-1 or, when the Company is eligible therefor, on Form S-3) covering the resale of all or any portion of the Registrable Securities held by the Sponsor (a "Demand Registration"). Each such Demand Request shall specify (A) the number of Registrable Securities proposed to be registered, (B) the intended method or methods of distribution (including whether the offering is intended to be an Underwritten Offering), and (C) any other information reasonably necessary for the Company to prepare and file the applicable Registration Statement.
(b) Co-Investor Demand Right. Each Co-Investor (i.e., Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP, respectively) shall have the right, at any time following the earlier of (i) the date that is one hundred eighty (180) days after the closing of the IPO, and (ii) such earlier date as the managing underwriter(s) of the IPO may permit in writing, to deliver a Demand Request to the Company requesting a Demand Registration covering the resale of all or any portion of the Registrable Securities held by such Co-Investor; provided, however, that such Co-Investor shall be eligible to deliver a Demand Request only for so long as it holds at least fifty percent (50%) of its initial Registrable Securities (determined as of the Closing Date, as equitably adjusted for any stock splits, stock dividends, recapitalizations, or similar events).
(c) Management Holder Demand Limitation. The Management Holders shall not have the right to initiate a Demand Registration; provided, however, that Dr. Stefan Kessler shall have the right to deliver a Demand Request to the Company (subject to the limitations set forth in this Article II, including Section 2.2 and Section 2.3) at any time after the expiration of the Lock-Up Period applicable to the IPO, if and for so long as Dr. Stefan Kessler holds Registrable Securities representing at least five percent (5%) of the outstanding shares of Common Stock (calculated on a fully diluted basis). For the avoidance of doubt, Management Holders' registration rights are otherwise limited to the piggyback registration rights set forth in Article III.
(d) Minimum Threshold. No Demand Registration shall be required unless the Registrable Securities requested to be registered in connection with such Demand Registration have an anticipated aggregate offering price (before deduction of underwriting discounts and commissions) of at least Seventy-Five Million Dollars ($75,000,000), as reasonably estimated by the requesting Holder at the time of the Demand Request based on the then-current market price or fair market value of such securities.
Section 2.2 — Number of Demand Registrations.
(a) The Sponsor shall be entitled to an unlimited number of Demand Registrations.
(b) Each Co-Investor shall be entitled to two (2) Demand Registrations in the aggregate; provided that any Demand Registration that is withdrawn by such Co-Investor shall not be counted against such Co-Investor's allotted Demand Registrations if the conditions for non-counting set forth in Section 2.8 are satisfied.
(c) For the avoidance of doubt, Dr. Stefan Kessler's limited demand right under Section 2.1(c), if exercised, shall be treated as a Demand Registration for purposes of this Section 2.2 and shall be counted toward any applicable aggregate limitation on Demand Registrations.
(d) Notwithstanding anything in this Agreement to the contrary, no more than two (2) Demand Registrations (in the aggregate, among all Holders) may be requested in any twelve (12)-month period; provided that this limitation shall not apply to (i) Shelf Takedowns (whether underwritten or non-underwritten), which shall be governed by Section 2.5, or (ii) any Demand Registration requested by the Sponsor in connection with which the Sponsor proposes to sell Registrable Securities with an anticipated aggregate offering price of at least Two Hundred Fifty Million Dollars ($250,000,000).
Section 2.3 — Demand Registration Procedures.
(a) Demand Request. Each Demand Request shall be in writing, addressed to the Company, and shall specify: (i) the number of Registrable Securities to be registered; (ii) the intended method of distribution (including whether the requesting Holder seeks an Underwritten Offering); and (iii) such other information as the Company may reasonably require to prepare and file the Registration Statement.
(b) Notice to Other Holders. Within five (5) Business Days of receipt of a Demand Request, the Company shall give written notice (the "Demand Notice") of such Demand Request to all other Holders of Registrable Securities, which Demand Notice shall describe the anticipated terms of the proposed registration (including the proposed method of distribution). Each such other Holder shall have fifteen (15) Business Days after receipt of the Demand Notice (the "Demand Inclusion Period") to request in writing that its Registrable Securities be included in such Demand Registration (a "Piggyback on Demand"). Any Holder who does not deliver a timely written request within the Demand Inclusion Period shall be deemed to have waived its right to include its Registrable Securities in such Demand Registration.
(c) Filing Obligation. The Company shall use commercially reasonable efforts to (i) file the applicable Registration Statement with the SEC within sixty (60) calendar days of receipt of the Demand Request (or, if the Company is required to prepare audited or unaudited financial statements not previously prepared, within ninety (90) calendar days of receipt of the Demand Request), and (ii) cause such Registration Statement to become effective under the Securities Act as soon as reasonably practicable thereafter.
(d) Effectiveness Period. The Company shall use commercially reasonable efforts to keep each Registration Statement filed in connection with a Demand Registration continuously effective and usable for the sale of the Registrable Securities covered thereby for a period of at least one hundred eighty (180) days following the date of effectiveness (or, if shorter, until all Registrable Securities covered by such Registration Statement have been sold in accordance with the intended methods of distribution set forth therein or have otherwise ceased to be Registrable Securities). The one hundred eighty (180)-day period shall be extended by the number of days during which sales of Registrable Securities are suspended pursuant to Section 2.7.
(e) Compliance. The Company shall comply with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC in connection with the preparation, filing, and maintenance of effectiveness of any Registration Statement filed pursuant to this Section 2.3.
Section 2.4 — Shelf Registration.
(a) Shelf Request. At any time when the Company is eligible to use Form S-3 (or, if the Company qualifies as a WKSI, an automatic shelf registration statement on Form S-3), the Sponsor may request in writing that the Company file a Shelf Registration Statement on Form S-3 (or, in the case of a WKSI, an automatic shelf registration statement) covering the resale of all Registrable Securities held by all Holders (a "Shelf Registration Statement"). Such Shelf Registration Statement shall provide for the resale of all Registrable Securities from time to time pursuant to any method or methods of distribution permitted by the Securities Act and the rules and regulations of the SEC.
(b) Filing Obligation. The Company shall use commercially reasonable efforts to file such Shelf Registration Statement with the SEC within thirty (30) calendar days of receipt of such written request from the Sponsor and to cause such Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable thereafter.
(c) Maintenance of Effectiveness. The Company shall use commercially reasonable efforts to maintain the effectiveness of the Shelf Registration Statement continuously until all Registrable Securities covered thereby have ceased to be Registrable Securities. If any Shelf Registration Statement ceases to be effective or the prospectus contained therein ceases to be usable for any reason (other than as a result of a blackout or suspension period under Section 2.7), the Company shall use commercially reasonable efforts to promptly cause such Shelf Registration Statement to become effective again or to file a replacement Shelf Registration Statement and cause it to become effective as soon as reasonably practicable.
(d) Form S-1 Shelf. If the Company is not yet eligible to use Form S-3 at the time the Sponsor desires a Shelf Registration Statement, the Sponsor may request that the Company file a "long-form" shelf Registration Statement on Form S-1 (or any successor form). Any such long-form shelf filing shall count as one (1) Demand Registration for purposes of Section 2.2; provided that upon the Company's becoming eligible to use Form S-3, the Company shall use commercially reasonable efforts to convert such Form S-1 shelf to a Shelf Registration Statement on Form S-3 as promptly as reasonably practicable.
(e) Inclusion of All Holders. Any Shelf Registration Statement shall cover the resale of all Registrable Securities held by all Holders (to the extent practicable), and the Company shall include in such Shelf Registration Statement such Registrable Securities as any Holder shall request in writing within fifteen (15) Business Days of receiving notice from the Company that such Shelf Registration Statement is being filed.
Section 2.5 — Shelf Takedowns.
(a) Underwritten Shelf Takedowns. At any time while a Shelf Registration Statement is effective, the Sponsor or any Co-Investor holding Registrable Securities with an aggregate value of at least Fifty Million Dollars ($50,000,000) (based on the then-current market price or fair market value of such securities, as reasonably estimated by the requesting Holder) may request that the Company facilitate an Underwritten Offering off the Shelf Registration Statement (an "Underwritten Shelf Takedown"). Each request for an Underwritten Shelf Takedown shall be in writing, shall specify the number of Registrable Securities proposed to be sold, and shall be subject to the following limitations:
(i) There shall be no more than four (4) Underwritten Shelf Takedowns in any calendar year.
(ii) The anticipated aggregate offering price (before deduction of underwriting discounts and commissions) of the Registrable Securities to be included in any single Underwritten Shelf Takedown shall be at least Fifty Million Dollars ($50,000,000).
(iii) The Company shall not be required to effect an Underwritten Shelf Takedown within sixty (60) days of any prior Underwritten Shelf Takedown.
(b) Participation in Underwritten Shelf Takedowns. Promptly upon receipt of a request for an Underwritten Shelf Takedown (and in any event within three (3) Business Days), the Company shall give written notice of such request to all other Holders. Each other Holder shall have the right to include its Registrable Securities in such Underwritten Shelf Takedown by delivering a written request to the Company within five (5) Business Days after receipt of such notice. The priority provisions of Section 3.2 shall apply to any Underwritten Shelf Takedown, mutatis mutandis.
(c) Non-Underwritten Shelf Takedowns. Non-underwritten takedowns off a Shelf Registration Statement (including marketed or unmarketed "block trades" and overnight offerings) (each, a "Non-Underwritten Shelf Takedown") may be effected by any Holder at any time while the Shelf Registration Statement is effective, subject to compliance with the terms of this Agreement (including Section 2.7) and applicable securities laws. Non-Underwritten Shelf Takedowns shall not be subject to any numeric limitation and shall not require the Company to give notice to other Holders; provided that the Company shall cooperate with the requesting Holder in connection with the execution of any such transaction, including by providing customary documentation and taking such actions as are reasonably requested.
Section 2.6 — Selection of Underwriters.
(a) Sponsor-Initiated Offerings. In connection with any Underwritten Offering initiated by a Sponsor Demand or a Sponsor-initiated Underwritten Shelf Takedown, the Sponsor shall have the right to select the managing underwriter or underwriters for such offering, subject to the reasonable approval of the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).
(b) Co-Investor-Initiated Offerings. In connection with any Underwritten Offering initiated by a Co-Investor Demand or a Co-Investor-initiated Underwritten Shelf Takedown, the initiating Co-Investor shall have the right to select the managing underwriter or underwriters for such offering, subject to the reasonable approval of the Company and the Sponsor (which approvals shall not be unreasonably withheld, conditioned, or delayed).
(c) Company-Initiated Offerings. In connection with any Underwritten Offering initiated by the Company for its own account, the Company shall have the right to select the managing underwriter or underwriters, subject to the Sponsor's reasonable approval (which approval shall not be unreasonably withheld, conditioned, or delayed).
(d) Acknowledgment. The Parties acknowledge that Whitfield Partners LLC served as financial advisor to the Sponsor in connection with the acquisition of the Target and may be engaged as a managing underwriter or co-manager in any Underwritten Offering contemplated by this Agreement. The Parties further acknowledge that Pinehurst Rothwell & Co. served as financial advisor to the sell-side in the acquisition. No provision of this Agreement shall be construed to restrict the Company's or any Holder's ability to engage Whitfield Partners LLC, Pinehurst Rothwell & Co., or any other investment banking firm in connection with any offering contemplated hereby.
Section 2.7 — Blackout / Suspension Periods.
(a) Right to Defer. Notwithstanding anything in this Article II to the contrary, the Company shall have the right to defer or suspend the filing of a Registration Statement required under this Article II, or to suspend the use of any prospectus forming part of an effective Registration Statement (including any Shelf Registration Statement), for a period not to exceed sixty (60) consecutive calendar days in any single instance, and not to exceed ninety (90) calendar days in the aggregate in any twelve (12)-month period, if the Board determines in good faith (as evidenced by a resolution duly adopted by a majority of the directors then in office) that such filing or use would require Adverse Disclosure (each such period, a "Blackout Period").
(b) Notification. The Company shall promptly notify the requesting Holder or Holders (and, in the case of a suspension of an effective Registration Statement, all selling Holders) of the commencement and termination of any Blackout Period. The Company shall not be obligated to disclose the reasons for any Blackout Period to the requesting Holder(s) or any other Holder; provided, however, that the Company shall use commercially reasonable efforts to terminate any Blackout Period as promptly as reasonably practicable.
(c) Tolling. Any Blackout Period shall not count against any time period within which the Company is required to file or cause to become effective any Registration Statement under this Agreement (including the sixty (60)-day filing deadline in Section 2.3(c) and the thirty (30)-day filing deadline in Section 2.4(b)), and any such time period shall be automatically extended by the duration of the Blackout Period.
(d) Holder Obligations During Blackout. Each Holder agrees that, upon receipt of notice from the Company of the commencement of a Blackout Period, such Holder shall immediately discontinue any sale or distribution of Registrable Securities pursuant to any Registration Statement or prospectus until such time as the Company provides notice that the Blackout Period has terminated and, if applicable, furnishes a supplemented or amended prospectus for use in connection with sales of Registrable Securities.
(e) Frequency Limitation. The Company shall not commence a Blackout Period within thirty (30) calendar days of the termination of any prior Blackout Period.
Section 2.8 — Withdrawal.
(a) Right to Withdraw. A requesting Holder may withdraw a Demand Registration request at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice of such withdrawal to the Company (a "Withdrawal Notice").
(b) Counting of Withdrawn Demands. If a Withdrawal Notice is delivered after the Registration Statement has been filed with the SEC, the withdrawn Demand Registration shall count as one of such Holder's Demand Registrations under Section 2.2; provided, however, that the withdrawn Demand Registration shall not count against such Holder's allotted Demand Registrations if:
(i) the requesting Holder reimburses the Company for all out-of-pocket Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration; or
(ii) the withdrawal is occasioned by a material adverse change in the business, assets, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole, that was not known to the requesting Holder at the time of such Holder's Demand Request and that, in the requesting Holder's reasonable judgment, makes the proposed offering inadvisable.
(c) Effect of Withdrawal. Upon receipt of a Withdrawal Notice, the Company shall cease all efforts to prepare, file, or cause to become effective the applicable Registration Statement (unless one or more other Holders have included Registrable Securities in such registration and desire to proceed, in which case such registration shall continue as a Demand Registration of such other Holder(s) and shall count against such other Holder's allotted Demand Registrations).
ARTICLE III — PIGGYBACK REGISTRATION RIGHTS
Section 3.1 — Piggyback Registration.
(a) Company Notice. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) for the Company's own account or for the account of any Holder pursuant to a Demand Registration, the Company shall give written notice (a "Piggyback Notice") to all Holders of Registrable Securities at least fifteen (15) Business Days prior to the anticipated filing date of such Registration Statement. The Piggyback Notice shall specify: (i) the number and type of securities proposed to be offered; (ii) the intended method of distribution; (iii) the anticipated filing date; and (iv) such other material information regarding the proposed offering as shall be reasonably necessary to enable each Holder to make an informed decision regarding participation.
(b) Holder Election. Each Holder shall have the right, by written notice to the Company delivered within ten (10) Business Days of receipt of the Piggyback Notice (the "Piggyback Election Period"), to request that all or any portion of such Holder's Registrable Securities be included in such Registration Statement (each, a "Piggyback Registration"). Any Holder who does not deliver a timely written request within the Piggyback Election Period shall be deemed to have waived its right to participate in such Piggyback Registration.
(c) Exclusions. The piggyback registration rights set forth in this Section 3.1 shall not apply to: (i) a registration of securities on Form S-4 or Form S-8 (or any successor forms thereto); (ii) a registration relating solely to the offer and sale of securities to employees, directors, or consultants of the Company or its subsidiaries pursuant to any employee benefit plan, equity incentive plan, or employee stock purchase plan; or (iii) a registration relating solely to a business combination, exchange offer, or similar transaction.
Section 3.2 — Priority in Piggyback Registration.
(a) Company-Initiated Offering. If a Piggyback Registration relates to a primary offering of securities by the Company for its own account, and the managing underwriter or underwriters advise the Company in writing that, in their reasonable opinion, the total number of securities that the Company and the Holders propose to include in such Registration Statement exceeds the number of securities that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering (a "Maximum Offering Size"), the securities to be included in such Registration Statement shall be allocated in the following order of priority:
(i) first, the securities that the Company proposes to sell for its own account;
(ii) second, the Registrable Securities of the Sponsor (or its Permitted Transferees), allocated pro rata among the Sponsor (and its Permitted Transferees) based on the number of Registrable Securities that the Sponsor (and its Permitted Transferees) have requested to be included;
(iii) third, the Registrable Securities of the Co-Investors (Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP), allocated pro rata among the Co-Investors based on the number of Registrable Securities that each Co-Investor has requested to be included;
(iv) fourth, the Registrable Securities of the Management Holders, allocated pro rata among the Management Holders based on the number of Registrable Securities that each Management Holder has requested to be included; and
(v) fifth, the Registrable Securities of any other Holders, allocated pro rata among such other Holders based on the number of Registrable Securities that each such Holder has requested to be included.
(b) Holder-Initiated Offering (Demand Registration). If a Piggyback Registration relates to a Demand Registration initiated by any Holder pursuant to Article II, and the managing underwriter or underwriters advise the Company in writing that the total number of securities proposed to be included exceeds the Maximum Offering Size, the securities to be included in such Registration Statement shall be allocated in the following order of priority:
(i) first, the Registrable Securities of the Holder or Holders that initiated the Demand Registration (the "Demanding Holders"), allocated pro rata among the Demanding Holders based on the number of Registrable Securities that each Demanding Holder has requested to be included;
(ii) second, the Registrable Securities of the Sponsor (if the Sponsor is not a Demanding Holder), allocated pro rata among the Sponsor (and its Permitted Transferees) based on the number of Registrable Securities that the Sponsor (and its Permitted Transferees) have requested to be included;
(iii) third, the Registrable Securities of the Co-Investors (if not Demanding Holders), allocated pro rata among the Co-Investors based on the number of Registrable Securities that each Co-Investor has requested to be included;
(iv) fourth, the Registrable Securities of the Management Holders (if not Demanding Holders), allocated pro rata among the Management Holders based on the number of Registrable Securities that each Management Holder has requested to be included; and
(v) fifth, any securities that the Company proposes to sell for its own account.
(c) Cutback Notice. If any Holder's Registrable Securities are excluded or reduced (in whole or in part) from a Registration Statement as a result of the priority provisions of this Section 3.2 (a "Cutback"), the Company shall promptly notify such Holder of the Cutback. Any Holder whose Registrable Securities are subject to a Cutback shall have the right to withdraw its request for inclusion in such Registration Statement by delivering a written notice of withdrawal to the Company within five (5) Business Days of receipt of the Cutback notice, without any obligation or liability.
Section 3.3 — No Obligation to Register.
The Company shall have no obligation to proceed with any proposed registration for its own account or to file any Registration Statement contemplated by this Article III. If the Company determines at any time not to proceed with a proposed registration for which a Piggyback Notice has been given, the Company shall give prompt written notice to all Holders who requested inclusion of their Registrable Securities in such registration. The Company's decision not to proceed with a proposed registration shall not affect the rights of any Holder under Article II.
ARTICLE IV — REGISTRATION PROCEDURES
Section 4.1 — Company Obligations.
In connection with any registration of Registrable Securities pursuant to this Agreement (whether a Demand Registration, a Shelf Registration, a Shelf Takedown, or a Piggyback Registration), the Company shall, at its own expense (except as otherwise provided in Article V):
(a) Prepare and file with the SEC a Registration Statement on the applicable form under the Securities Act with respect to the Registrable Securities of each participating Holder, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act as soon as reasonably practicable after filing. The Registration Statement shall include all Registrable Securities that the participating Holders have requested to be included therein (subject to the priority and cutback provisions of Section 3.2).
(b) Prepare and file with the SEC such pre-effective and post-effective amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act and to keep such Registration Statement continuously effective for the applicable period specified in Section 2.3(d) (with respect to a Demand Registration), Section 2.4(c) (with respect to a Shelf Registration Statement), or such other period as may be required under this Agreement. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC or the staff of the SEC with respect to any Registration Statement and shall use commercially reasonable efforts to resolve all issues raised by the SEC as promptly as reasonably practicable.
(c) Furnish to each participating Holder and to the managing underwriter or underwriters, if any, without charge, as many copies of the Registration Statement (including all exhibits thereto), each amendment and supplement thereto, the prospectus (including each preliminary prospectus and any free writing prospectus), and such other documents and information as any participating Holder or managing underwriter may reasonably request in connection with the distribution of the Registrable Securities. The Company shall consent to the use of such prospectus and any amendment or supplement thereto by each participating Holder and any managing underwriter in connection with the offering and sale of the Registrable Securities covered by such prospectus.
(d) Use commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under such "blue sky" or other state securities laws of such jurisdictions as any participating Holder or any managing underwriter reasonably requests and to take such other action as may be necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be obligated to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any jurisdiction where it would not otherwise be subject to such service.
(e) Promptly notify each participating Holder and any managing underwriter, at any time when a prospectus relating to a Registration Statement is required to be delivered under the Securities Act, upon discovery that, or upon the occurrence of an event as a result of which, the Registration Statement, the prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, and as promptly as reasonably practicable, prepare and furnish to each participating Holder and any managing underwriter a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(f) Use commercially reasonable efforts to cause the Registrable Securities to be listed on each national securities exchange on which securities of the same class or series are then listed (including, without limitation, the New York Stock Exchange, the Nasdaq Global Select Market, or such other exchange as the Company's Common Stock may then be listed), and if the Registrable Securities are not yet listed, to cause such listing to be effected, in each case prior to the effective date of the applicable Registration Statement.
(g) Provide and maintain a transfer agent and registrar for the Registrable Securities (the Parties acknowledge that Atlas Shareholder Services Inc. currently serves as the Company's transfer agent) and cause a CUSIP number to be obtained for the shares of Common Stock covered by the Registration Statement, in each case no later than the date of effectiveness of the applicable Registration Statement.
(h) In the event of an Underwritten Offering, enter into customary agreements (including an underwriting agreement in customary form) with the managing underwriter or underwriters selected in accordance with Section 2.6, which underwriting agreement shall contain customary representations, warranties, covenants, indemnities, and contribution provisions consistent with the provisions of this Agreement (including Article VII).
(i) Make available for inspection by any participating Holder, any counsel to the selling Holders (selected by the Holders holding a majority of the Registrable Securities included in such registration), and any managing underwriter participating in such offering, all financial and other relevant information and records of the Company as may be reasonably requested in connection with due diligence, and cause the Company's officers, directors, employees, accountants, and counsel to supply all information reasonably requested in connection therewith; provided that any such Person receiving confidential information shall execute a customary confidentiality agreement reasonably acceptable to the Company.
(j) Use commercially reasonable efforts to obtain "cold comfort" letters and bring-down letters from the Company's independent registered public accounting firm (the Parties acknowledge that Hargrove Thornton LLP currently serves as the Company's independent auditors, with Margaret Dawson as the current lead audit partner) addressed to the managing underwriter or underwriters (and, if customary, the selling Holders) in customary form and covering such matters as are customarily covered in cold comfort letters in connection with offerings of the type being effected.
(k) Use commercially reasonable efforts to obtain legal opinions from the Company's outside counsel (and, if applicable, local counsel in relevant jurisdictions) addressed to the managing underwriter or underwriters (and, if customary, the selling Holders) in customary form and covering such matters as are customarily covered in legal opinions delivered in connection with offerings of the type being effected.
(l) Cooperate with each participating Holder and the managing underwriter or underwriters to facilitate the timely preparation and delivery of shares of Common Stock (whether in certificated form or in book-entry form through the facilities of The Depository Trust Company) representing the Registrable Securities to be sold, free of any restrictive legends (to the extent such securities may be sold without restriction under the Securities Act), and to enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter or underwriters or the selling Holders may request at least two (2) Business Days prior to the closing of such offering.
(m) In connection with any Underwritten Offering, cause the Company's senior management (including, without limitation, the Chief Executive Officer and the Chief Financial Officer of the Company and its operating subsidiaries) to participate in customary "road show" presentations, one-on-one investor meetings, analyst presentations, and such other marketing activities as may be reasonably requested by the managing underwriter or underwriters, in each case at reasonable times and locations, for a period of not more than ten (10) Business Days per offering (unless otherwise agreed by the Company).
(n) Promptly notify each participating Holder and any managing underwriter of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any prospectus, or of the initiation or threatening of any proceedings for such purposes, and use commercially reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as promptly as reasonably practicable.
(o) Promptly notify each participating Holder of the effectiveness of the Registration Statement or any post-effective amendment thereto.
Section 4.2 — Holder Obligations.
Each Holder that participates in any registration pursuant to this Agreement shall:
(a) Furnish to the Company, upon the Company's reasonable request, such information regarding such Holder and the proposed distribution of such Holder's Registrable Securities as the Company may reasonably require in connection with the preparation of the Registration Statement, any amendment or supplement thereto, or any prospectus or free writing prospectus included therein. Each participating Holder represents and warrants that all information furnished by or on behalf of such Holder for inclusion in any Registration Statement, prospectus, or other document shall be true, correct, and complete in all material respects as of the date such information is furnished and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) Cooperate with the Company and the managing underwriter or underwriters, if any, in the preparation of the Registration Statement and any amendments and supplements thereto, and in any due diligence investigation or other inquiry reasonably conducted by or on behalf of the Company or the managing underwriter or underwriters.
(c) Comply with all applicable provisions of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the rules of any applicable securities exchange in connection with the sale or disposition of Registrable Securities pursuant to any Registration Statement.
(d) Upon receipt of notice from the Company of the issuance of any stop order suspending the effectiveness of any Registration Statement, any order preventing or suspending the use of any prospectus, or any notice from the Company of the existence of any fact or the occurrence of any event that requires the preparation of a supplement or amendment to the prospectus to correct an untrue statement or omission, immediately discontinue the sale of Registrable Securities pursuant to the applicable Registration Statement or prospectus until the Company provides written notice that such stop order or order has been lifted or the Company has furnished a supplemented or amended prospectus for use in connection with sales of Registrable Securities, and, if so requested by the Company, each Holder shall deliver to the Company all copies (other than permanent file copies) of such prospectus in the possession of such Holder.
(e) Not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent