Radius Global Infrastructure S4 Registration of securities issued in business combination transactions | RADI 29 Jul 20

Exhibit 10.6

EXECUTION VERSION

SHAREHOLDER AGREEMENT

by and among

LANDSCAPE ACQUISITION HOLDINGS LIMITED,

as the Company,

WILLIAM BERKMAN,

BERKMAN FAMILY INVESTMENTS, LLC,

SCOTT BRUCE,

RICHARD GOLDSTEIN,

TOMS ACQUISITION II LLC,

IMPERIAL LANDSCAPE SPONSOR LLC,

DIGITAL LANDSCAPE PARTNERS HOLDING LLC,

as Investors,

BERKMAN FAMILY INVESTMENTS, LLC,

as AG Investors’ Representative,

and

TOMS ACQUISITION II LLC,

as Landscape Investors’ Representative

Dated as of February 10, 2020

Table of Contents


		Page
ARTICLE I Definitions		2

Section 1.01.	Definitions	2

ARTICLE II Shareholder Corporate Governance Matters		11

Section 2.01.	Composition of the Board of Directors	11

ARTICLE III Company Corporate Governance		13

Section 3.01.	Composition of the Board of Directors	13
Section 3.02.	Composition of Committees of the Board of Directors	13
Section 3.03.	Domestication; Listing	13
Section 3.04.	Sharing of Information by Investor Directors	13

ARTICLE IV Standstill, Acquisitions of Securities and Other Matters		13

Section 4.01.	Acquisitions of Equity Securities of the Company	13
Section 4.02.	Other Restrictions	14
Section 4.03.	Exceptions to Standstill and Restrictions on Acquisitions	16

ARTICLE V Restrictions on Transferability of Securities		17

Section 5.01.	Transfer Restrictions	17
Section 5.02.	Permitted Transfers	18
Section 5.03.	Legends and Compliance with Securities Laws	19
Section 5.04.	Improper Transfer or Encumbrance	20

ARTICLE VI Registration Rights		20

Section 6.01.	Registration	20
Section 6.02.	Piggyback Offering	22
Section 6.03.	Reduction of Underwritten Offering	22
Section 6.04.	Registration Procedures	23
Section 6.05.	Conditions to Offerings	27
Section 6.06.	Blackout Period	27
Section 6.07.	Offering Expenses	28
Section 6.08.	Indemnification; Contribution	29
Section 6.09.	Lock-up	32
Section 6.10.	Termination of Registration Rights	32
Section 6.11.	Rule 144	32


ARTICLE VII Information Rights		33

Section 7.01.	Information Rights	33

ARTICLE VIII Miscellaneous		34

Section 8.01.	Adjustments	34
Section 8.02.	Notices	34
Section 8.03.	Expenses	37
Section 8.04.	Amendments; Waivers; Consents	37
Section 8.05.	Interpretation	37
Section 8.06.	Severability	38
Section 8.07.	Counterparts	38
Section 8.08.	Entire Agreement; No Third-Party Beneficiaries	38
Section 8.09.	Governing Law	38
Section 8.10.	Assignment	38
Section 8.11.	Enforcement	38
Section 8.12.	Effectiveness; Termination; Survival	39
Section 8.13.	Confidentiality; Non-Disparagement	40
Section 8.14.	Representations and Warranties	42
Section 8.15.	Investor Representatives	42
Section 8.16.	Availability of Agreement	43


Exhibits and Annexes

Exhibit A		Domestication Charter
Exhibit B		Joinder Agreement
Annex A		Representations and Warranties of the Company
Annex B		Representations and Warranties of the Investors

SHAREHOLDER AGREEMENT dated as of February 10, 2020 (this “Agreement”), among:

A.	LANDSCAPE ACQUISITION HOLDINGS LIMITED, a company organized under the laws of the British Virgin Islands (together with successors and permitted assigns, the “Company”);

B.	WILLIAM BERKMAN, in his personal capacity (“BB”);

C.	BERKMAN FAMILY INVESTMENTS, LLC, a Delaware limited liability company (“BF Investments”, together with BB, the “BB Investor”);

D.	TOMS ACQUISITION II LLC, a Delaware limited liability company (the “Toms Investor”);

E.	IMPERIAL LANDSCAPE SPONSOR LLC, a Delaware limited liability company (the “Imperial Investor”);

F.	DIGITAL LANDSCAPE PARTNERS HOLDING LLC, a Delaware limited liability company (the “Founder Preferred Investor” together with the Toms Investor and the Imperial Investor, the “Landscape Investors”);

G.	SCOTT BRUCE, in his personal capacity (“SB”);

H.	RICHARD GOLDSTEIN, in his personal capacity (“RG”);

I.	BF INVESTMENTS, in its capacity as agent, proxy and attorney-in-fact for the AG Group (BF Investments and any successor appointed in accordance with Section 8.15(a), the “AG Investors’ Representative”);

K.	TOMS INVESTOR, in its capacity as agent, proxy and attorney-in-fact for the Landscape Group (the Toms Investor and any successor appointed in accordance with Section 8.15(b), the “Landscape Investors’ Representative”);

and any Permitted Transferee (as defined below) that executes a joinder to this Agreement pursuant to Section 5.02(b) or any other Person that executes a joinder and becomes an Investor in accordance with this Agreement, in either case, after the date of this Agreement.

Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article I.

WHEREAS, the Toms Investor and the Imperial Investor are holders of Company Class A Shares and the Founder Preferred Investor is the holder of Landscape Preferred Shares;

WHEREAS, the AG Investor is anticipated to become a holder of Company Class B Shares and AG Preferred Shares (as defined below) and certain OpCo Units upon the consummation of the Transaction (as defined below) contemplated under that certain Agreement and Plan of Merger, dated November 19, 2019, by among the Company, AP WIP Investments

Holdings, LP, Associated Partners, L.P. (“AP LP”), APW OpCo (“OpCo”), LLC, LAH Merger Sub LLC, LLC, and AP LP, as the Company Partners’ Representative (as defined therein) (the “Merger Agreement”);

WHEREAS, SB and RG are anticipated to become holders of Company Class B Shares and AG Preferred Shares and certain OpCo Units upon the consummation of the Transaction, as contemplated under the Merger Agreement; and

WHEREAS, the parties hereto desire to enter into this Agreement to establish certain rights, duties and obligations of the Investors (as defined below) and the Company;

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 hereto (including each Permitted Transferee who becomes a party to this Agreement from time to time by executing a joinder hereto in accordance with Section 5.02 hereof) hereby acknowledge, covenant and agree with each other as follows:

ARTICLE I

Definitions

Section 1.01. Definitions. (a) As used in this Agreement, the following terms will have the following meanings:

“AG Directors” means the Founder Directors appointed by the AG Investor’s Representative on behalf the AG Group pursuant to Section 2.01(a).

“AG Group” means the AG Investors and their Permitted Transferees.

“AG Investors” means the BB Investor, RG and SB.

“AG Preferred Shares” means (i) at any time prior to the Domestication, the series of preferred shares of the Company designated as “Series B Founder Preferred Shares”, of no par value of the Company as provided in the Charter and (ii) at any time after the Domestication, the series of preferred stock of the Company designated as “Series B Founder Preferred Stock”, par value $0.0001 of the Company as provided in the Charter.

An “Affiliate” of any Person means another Person that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person; provided, that (i) the Company and its Subsidiaries shall be deemed not to be Affiliates of any Investor for any reason under this Agreement, (ii) Toms Capital Investment Management LP shall be deemed not to be an Affiliate of Noam Gottesman, the Toms Investor, the Founder Preferred Investor or the Landscape Group, (iii) David Berkman and Mara Berkman Landis shall be deemed not to be an Affiliate of BB, SB or RG and (iv) BB, SB and RG shall be deemed not to be Affiliates of one another. As used in this Agreement, “control” 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 ownership of voting securities or other interests, by contract or otherwise.

“Audit Committee” means the Audit Committee of the Board of Directors or any successor committee thereto.

“BB Group” means the BB Investor and its Permitted Transferees; for the avoidance of doubt, the BB Group is not an Investor Group as such definition is used in this Agreement.

“beneficial owner” or “beneficially own” and words of similar import have the meaning assigned to such terms in Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement and a Person’s beneficial ownership of Equity Securities shall be calculated in accordance with the provisions of such Rule. For purposes of this Agreement, references to beneficial ownership of Equity Securities of the Company shall be deemed to include and constitute beneficial ownership of OpCo Units whether or not such OpCo Units otherwise would represent beneficial ownership of Equity Securities of the Company.

“Block Trade” means an underwritten block sale or other Underwritten Offering of Registrable Securities in connection with which neither the Company nor any of its Representatives is requested to prepare for or participate in any road show or other marketing efforts on behalf of any Investor or any Underwriter; provided, that the Company shall make available such of its Representatives and information regarding the Company and its Subsidiaries as is customary for the conduct of due diligence in connection with an underwritten block sale.

“Board” or “Board of Directors” means the board of directors, or any successor governing body, of the Company.

“Board Committee” means, as of any time, each of the following committees of the Board: the Audit Committee, the Compensation Committee, the Governance Committee and each other committee of the Board of Directors then in existence.

“Board Designation Expiration Date” means December 31, 2028.

“Business Day” means any day on which major banks are closed in London, United Kingdom, New York, New York or, at any time prior to the Domestication, in the British Virgin Islands.

“Bylaws” means (i) at any time prior to the Domestication, the Amended and Restated Articles of Association of the Company and (ii) at any time after the Domestication, the Bylaws of the Company, in each case, as in effect from time to time.

“Centerbridge Entities” means Centerbridge Partners Real Estate Fund, L.P., Centerbridge Partners Real Estate Fund SBS, L.P. and Center Bridge Special Credit Partners III, L.P. and their permitted assigns (as shall be provided in a registration rights agreement to be entered into between the Company and the Centerbridge Entities following the date hereof).

“Charitable Organization” means a private foundation as defined in the Internal Revenue Code of 1986 or international equivalent that is an Affiliate of an Investor.

“Charter” means (i) at any time prior to the Domestication, the Amended and Restated Memorandum of Association of the Company and (ii) at any time after the Domestication, the Certificate of Incorporation of the Company or similar governance document of the Company adopted by the shareholders of the Company pursuant to the Domestication, in each case, as in effect from time to time.

“Company Class A Shares” means (i) at any time prior to the Domestication, the Ordinary Shares of no par value of the Company and (ii) at any time after the Domestication, the common shares or shares of common stock of the Company into which the Class A Shares converted pursuant to the Domestication, having substantially the rights, privileges and preferences set forth in the Domestication Charter.

“Company Class B Shares” means (i) at any time prior to the Domestication, the Class B Shares of no par value of the Company and (ii) at any time after the Domestication, the common shares or shares of common stock of the Company into which the Class B Shares converted pursuant to the Domestication, having substantially the rights, privileges and preferences set forth in the Domestication Charter.

“Compensation Committee” means the Compensation Committee of the Board of Directors or any successor committee thereto.

“Director” means, as of any time, a member of the Board of Directors as of such time.

“Domestication” means the change to the jurisdiction of incorporation of the Company from the British Virgin Islands to the State of Delaware.

“Domestication Charter” means the Certificate of Incorporation substantially in the form attached hereto as Exhibit A.

“Effective Date” shall mean the date of this Agreement

“Effectiveness Deadline” means with respect to any Registration Statement required to be filed to permit the resale by the Investors of the Registrable Securities pursuant to Section 6.01, (i) if the Company is a WKSI as of the Filing Date and such registration statement is an Automatic Shelf Registration Statement eligible to become immediately effective upon filing pursuant to Rule 462 under the Securities Act, then the Filing Date or (ii) if the Company is not a WKSI as of the Filing Date, then the 120th day following the Filing Date.

“Encumbrance” means any security interest, pledge, mortgage, lien, or other material encumbrance, except for any restrictions arising under any applicable securities Laws.

“Equity Security” of any Person means (i) any common shares or other Voting Securities, (ii) any options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire common shares or other Voting Securities and (iii) any other rights that give the holder thereof any economic interest of a nature accruing to the holders of common shares or other Voting Securities.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

“FCA” shall mean the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000.

“Founder Directors” shall mean the four (4) members of the Board of Directors that the holder(s) of Landscape Preferred Shares and AG Preferred Shares are entitled to elect pursuant to the Charter.

“General Partner” means, with respect to a specified Person, the general partner or managing member, as applicable, of such Person.

“Governance Committee” means the Nominating and Governance Committee of the Board of Directors or any successor committee thereto.

“Governmental Entity” any transnational, national, federal, state, provincial, local or other government, domestic or foreign, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or any national securities exchange, national quotation system or primary stock or quotation system on which securities issued by the Company or any of its Subsidiaries are then listed or quoted.

“Group” means any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities of the Company, including (i) groups of Persons that would be required if the Company is subject to Section 13, 14 or 15(d) of the Exchange Act, Section 13(d) of the Exchange Act to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act or (ii) if the Company’s Equity Securities are traded on the London Stock Exchange, in relation to a Person, those other Persons whose voting interests in the Company would be counted as such Person’s own holdings for the purposes of rule 5 of the disclosure rules and transparency rules produced by the FCA in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended, and forming part of the handbook of the FCA of rules and guidance, as from time to time amended.

“Imperial Group” means the Imperial Investor and its Permitted Transferees; for the avoidance of doubt, the Imperial Group is not an Investor Group as such definition is used in this Agreement.

“Incumbent Directors” means (i) the Directors who are members of the Board as of the Effective Date and (ii) any Person who becomes a Director subsequent to the Effective Date whose election, nomination for election or appointment was approved by a vote of at least a majority of the Directors who are Incumbent Directors as of such date of approval.

“Information Rights Period” means the period beginning on the Effective Date and ending on the later of (i) the date the AG Group and the Landscape Group hold, in the aggregate, less than 5% of the then outstanding Voting Securities of the Company and (ii) the Board Designation Expiration Date.

“Investor” means each of the BB Investor, SB, RG, the Founder Preferred Investor, the Toms Investor and the Imperial Investor and any Permitted Transferee of any Investor that executes a joinder to this Agreement pursuant to Section 5.02(b) after the date of this Agreement, and all of them collectively, the “Investors”; provided however, that neither SB nor RG (nor any of their Permitted Transferees) shall be deemed to be an Investor for purposes of Article VII of this Agreement.

“Investor Director” means an AG Director or Landscape Director, as applicable.

“Investor Group” means the AG Group or the Landscape Group.

“Investor Percentage Interest” means, as of any date of determination, with respect to any Investor, the percentage of Voting Securities of the Company (determined on the basis of the number of votes entitled to be cast by all outstanding Voting Securities of the Company as of such date) that is beneficially owned by such Investor.

“Investor Representative” means (i) with respect to the AG Group, the AG Investors’ Representative and (ii) with respect to the Landscape Group, the Landscape Investors’ Representative; “Investor Representatives” shall mean both of the Investor Representatives, each acting as the context requires on behalf of its applicable Investors.

“Issuer FWP” has the meaning assigned to “issuer free writing prospectus” in Rule 433 under the Securities Act.

“Landscape Directors” means the Founder Directors appointed by the Landscape Investors’ Representative on behalf of the Founder Preferred Investor pursuant to Section 2.01(a).

“Landscape Group” means the Landscape Investors and their Permitted Transferees.

“Landscape Preferred Shares” means (i) at any time prior to the Domestication, the series of preferred stock of the Company designated as “Series A Founder Preferred Shares” of no par value of the Company in the Charter and (ii) at any time after the Domestication, the series of preferred stock of the Company designated as “Series A Founder Preferred Stock” in the Charter.

“Law” and “law” means any law, treaty, statute, ordinance, code, rule, regulation, judgment, decree, order, writ, award, injunction, authorization or determination enacted, entered, promulgated, enforced or issued by any Governmental Entity.

“Offering Expenses” means all fees and expenses incident to the Company’s performance of or compliance with the obligations of Article VI, including all fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters in connection with qualification of Registrable Securities under applicable blue sky laws), printing expenses, messenger and delivery expenses of the Company, any registration or filing fees payable under any Federal or state securities or blue sky laws, the fees and expenses incurred in connection with any listing or quoting of the securities to be registered on any national securities exchange or automated quotation system, fees of the Financial Industry Regulatory Authority, the Company’s internal expenses (including all salaries and

expenses of its officers and employees performing legal or accounting duties), fees and disbursements of counsel for the Company, its independent registered certified public accounting firm and any other public accountants who are required to deliver comfort letters (including the expenses required by or incident to such performance), transfer taxes, fees of transfer agents and registrars, costs of insurance and the fees and expenses of other Persons retained by the Company in connection with complying with the obligations of Article VI.

“OpCo Units” means limited liability company interests in OpCo.

“Permitted Transferee” means: (i) with respect to each Investor, a spouse, civil partner, lineal or collateral descendant or ancestor or sibling of the Principal of such Investor or any other lineal or collateral descendant of the Principal of such Investor (or the spouse or civil partner of any of the foregoing persons); (ii) with respect to each Investor, any trust (including any direct or indirect wholly-owned subsidiary of such trust), (x) the sole beneficiaries of which are (A) only the Principal of such Investor and/or the individuals described in clause (i) with respect to such Investor, and/or (B) a Charitable Organization and (y) the trustee of which is the Principal or the individuals described in clause (i) with respect to such Investor; (iii) with respect to each Investor, any partnership, limited liability company or corporation, at least seventy-five (75) percent of the partners, members or shareholders of which include only the Principal of such Investor, the individuals described in clause (i) with respect to such Investor and any trust described in clause (ii) with respect to such Investor and which is controlled by the applicable Principal; (iv) with respect to the Toms Investor: the Imperial Investor, Noam Gottesman or Michael Fascitelli; (v) with respect to the Imperial Investor: the Toms Investor, Noam Gottesman or Michael Fascitelli; and (vi) with respect to SB and RG: the BB Investor.

“Person” means any individual, firm, corporation, partnership, limited partnership, company, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated organization, syndicate or other entity, foreign or domestic.

“Principal” means (i) with respect to the BB Group, (A) William Berkman, (B) Scott Bruce, solely in his capacity as executor of the estate of William Berkman and not in any individual or other capacity or (C) William Rahm, solely in his capacity as executor of the estate of William Berkman or trustee of a trust that is a Permitted Transferee of the AG Group and not in any individual or other capacity, (ii) with respect to the Toms Group, Noam Gottesman, (iii) with respect to the Imperial Group, Michael Fascitelli, (iv) with respect to the SB Group, Scott Bruce, and (v) with respect to the RG Group, Richard Goldstein.

“RG Group” means RG and his Permitted Transferees; for the avoidance of doubt, the RG Group is not an Investor Group as such definition is used in this Agreement.

“Registrable Securities” means, at any time, all Voting Securities of the Company held by the Investors until the entire amount of such Voting Securities may be sold in a single sale, in the opinion of counsel satisfactory to the Company and the Investor Representatives, without any limitation as to volume under Rule 144; provided that, at time of such determination of counsel, current public information with respect to the Company required by Rule 144(c)(1) is then available.

“Registration Statement” means any registration statement of the Company that covers Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Relevant Jurisdiction” means (i) at any time prior to the Domestication, the courts of the British Virgin Islands and (ii) at any time after the Domestication, the courts of the jurisdiction of reincorporation following Domestication.

“Representative” means, with respect to a specified Person, any officer, agent, advisor (including legal counsel, accountants and financial advisors) or employee of such Person or any partner, member or shareholder of such Person or any director, officer, employee, partner, affiliate, member, manager, shareholder, assignee or representative of any of the foregoing.

“Roadshow Offering” means any Demand Offering that is not a Block Trade.

“Rule 144” means Rule 144 under the Securities Act or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such Rule.

“Rule 415” means Rule 415 under the Securities Act or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such Rule.

“SB Group” means SB and his Permitted Transferees; for the avoidance of doubt, the SB Group is not an Investor Group as such definition is used in this Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder.

“Standstill Exception Amount” means, with respect to any Investor Group, a number equal to 24.9% of the Company Class A Shares, with respect to any Investor Group, outstanding on the Effective Date (on a fully diluted basis, including all Equity Securities of the Company convertible into or exchangeable for Company Class A Shares).

“Standstill Expiration Date” means with respect to an Investor Group, the later of (i) the one-year anniversary of the Board Designation Expiration Date and (ii) the date on which the Investor Percentage Interest for such Investor Group has been less than 5% for 180 consecutive days.

A “Strategic Transaction” means (i) a transaction in which a Person or Group acquires, directly or indirectly, (x) 50% or more of the Voting Securities of the Company, other than a transaction pursuant to which holders of Voting Securities of the Company immediately prior to the transaction own, directly or indirectly, 50% or more of the Voting Securities of the Company or any successor, surviving entity or direct or indirect parent of the Company

immediately following the transaction or (y) properties or assets constituting 50% or more of the consolidated assets of the Company and its Subsidiaries or (ii) in any case not covered by clause (i), a transaction in which (x) the Company issues Equity Securities of the Company representing 50% or more of its total voting power, including by way of merger or other business combination with the Company or any of its Subsidiaries or (y) the Company engages in a merger or other business combination such that the holders of Voting Securities of the Company immediately prior to the transaction do not own more than 50% of the Voting Securities of the Company or any successor, surviving entity or direct or indirect parent immediately following the transaction.

“Subsidiary” of any Person means another Person (i) in which such first Person’s beneficial ownership of Voting Securities, other voting ownership or voting partnership interests, is in an amount sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which are beneficially owned directly or indirectly by such first Person) or (ii) which is required to be consolidated with such Person under U.S. generally accepted accounting principles.

“Suspension Event” means the occurrence of any of the following events: (i) the Company enters into any definitive agreement providing for a Strategic Transaction or the Company redeems any rights under, or modifies or agrees to modify, a shareholder rights plan to facilitate a Strategic Transaction, (ii) a tender or exchange offer which if consummated would constitute a Strategic Transaction is made for Equity Securities of the Company and the Board either recommends that shareholders of the Company accept such offer or fails to recommend that its shareholders reject such offer within ten Business Days from the date of commencement of such offer or (iii) the Incumbent Directors cease for any reason to constitute a majority of the Board.

“Third Party” means any Person other than the Company, the Investors or any of their respective Affiliates.

“Toms Group” means the Toms Investor and its Permitted Transferees; for the avoidance of doubt, the Toms Group is not an Investor Group as such definition is used in this Agreement.

“Transaction” means the transactions pursuant to the Merger Agreement and the Transaction Documents (as defined in the Merger Agreement).

“Transfer” means, with respect to any security, any sale, assignment, transfer, distribution or other disposition thereof, or other conveyance, creation, incurrence or assumption of a legal or beneficial interest therein, or a participation or Encumbrance therein, or creation of any short position in any such security or any other action or position otherwise reducing risk related to ownership through hedging or other derivative instrument, whether voluntarily or by operation of Law, whether directly or indirectly, whether in a single transaction or a series of related transactions and whether to a single Person or a Group. The terms “Transferred”, “Transferring”, “Transferor”, “Transferee” and “Transferable” have meanings correlative to the foregoing.

“Underwriter” means, with respect to any Underwritten Offering, a securities dealer who purchases any Registrable Securities as a principal in connection with a distribution of such Registrable Securities and not as part of such dealer’s market-making activities.

“Underwritten Offering” means a public offering of securities registered under the Securities Act in which an Underwriter, placement agent or other intermediary participates in the distribution of such securities.

“Voting Securities” of any Person means securities having the right to vote generally in any election of directors or comparable governing Persons of such Person which, for the avoidance of doubt shall include, as to the Company, the Company Class A Shares, the Company Class B Shares, the Landscape Preferred Shares and the AG Preferred Shares. The percentage of Voting Securities of any Person owned by any holder or holders shall equal the percentage represented by the quotient of (i) the aggregate voting power of all Voting Securities of such Person owned by such holder or holders and (ii) the aggregate voting power of all outstanding Voting Securities of such Person.

“Whole Board” means the total number of Directors constituting the entire Board of Directors as fixed from time to time in a manner that is consistent with this Agreement.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405 under the Securities Act.

(b) As used in this Agreement, the terms set forth below will have the meanings assigned in the corresponding Section listed below:


Term		Section
Agreement		Preamble
AG Investor		Preamble
AG Investors’ Representative		Preamble
AP LP		Recitals
Company		Preamble
Company Class A Shares		Recitals
Confidential Information		Section 8.13(a)
Deferral Period		Section 6.06(a)
Demand Notice		Section 6.01(b)
Filing Date		Section 6.01(a)
Founder Preferred Investor		Preamble
Indemnified Person		Section 6.08(a)
Imperial Investor		Preamble
Inspectors		Section 6.04(a)(I)
Landscape Investors’ Representative		Preamble
Lock-up		Section 6.09
Losses		Section 6.08(a)
Merger Agreement		Recitals
OpCo		Recitals


Term		Section
Piggyback Offering		Section 6.02
Records		Section 6.04(a)(I)
Required Financial Information		Section 6.06(b)
Toms Investor		Preamble

ARTICLE II

Shareholder Corporate Governance Matters

Section 2.01. Composition of the Board of Directors.

(a) (i) From and after the Effective Date, until the Board Designation Expiration Date,

(A) the AG Investors’ Representative on behalf of the AG Group, will have the right to designate two natural persons as two of the Founder Directors; and

(B) the Landscape Investors’ Representative on behalf of the Founder Preferred Investor, will have the right to designate two natural persons as two of the Founder Directors, in each case for election by the holders of the AG Preferred Shares and Landscape Preferred Shares in accordance with the provisions of the Charter;

provided, however, if an Investors’ Representative fails to designate, on behalf of its applicable Investors, the number of Founder Directors as provided in Section 2.01(a)(i) and Section 2.01(a)(ii), the other Investors’ Representative shall be entitled to so designate for election such additional number of natural persons so that there are in aggregate four (4) nominees as Founder Directors. So long as William Berkman is Chief Executive Officer of the Company, the AG Investors’ Representative agrees with the Landscape Investors that it shall designate him as one of the AG Directors unless the Company receives advance notice in accordance with the Bylaws or otherwise that a shareholder of the Company intends to nominate one or more directors at the next annual or special meeting of shareholders of the Company, in which case Mr. Berkman may be replaced as an AG Director effective as of such annual or special meeting (for the avoidance of doubt, neither Mr. Berkman nor the AG Investors’ Representative shall have any obligation to the Company to nominate Mr. Berkman as one of the AG Directors).

(ii) The AG Investors’ Representative and the Landscape Investors’ Representative each shall have the right, to be exercised in accordance with the provisions of the Charter, to (A) designate its own designated AG Director or Landscape Director, as the case may be, for removal, with or without cause, at any time and (B) designate a natural person for election as a Founder Director to fill any vacancy caused by the death, resignation, disqualification, removal or other cause of an AG Director or Landscape Director, respectively.

(iii) The Investors’ Representatives shall take all appropriate action, exercised in accordance with the provisions of the Charter, so that at all times prior to the Board Designation Expiration Date there are two (2) AG Directors and two (2) Landscape Directors.

(b) From and after the Effective Date, until the Board Designation Expiration Date, each of the Investors agrees (i) to cause all Voting Securities owned of record or beneficially owned by such Investor to be present (in person or by proxy) at any duly called and noticed annual or special meeting of shareholders of the Company at which Directors are elected or removed, (ii) vote or cause to be voted at such meeting or by consent in lieu of a meeting of shareholders of the Company all such Voting Securities, and (iii) take any and all other lawful action, in each case so (A) that all actions required by Section 2.01(a) are promptly effected (and in any event no later than the next regular or special meeting of the Board) and (B) all Company Nominees are elected as members of the Board of Directors.

(c) Notwithstanding anything to the contrary in this Agreement, no Investors’ Representative shall designate a natural person as an Investor Director pursuant to the Charter if the other Investors’ Representative provides written notice that such designee is not reasonably acceptable to it, in which case such Investors’ Representative shall be entitled to so designate another natural person as an Investor Director without regard to Section 2.01(d).

(d) In furtherance of the appointment of the Investor Directors to the Board of Directors, (i) each Investors’ Representative, on behalf of its applicable Investors, shall give written notice to the other Investor Representative, on behalf of its applicable Investors, of its applicable Investor Directors no later than the date that is (x) 60 days prior to the anniversary of the date that the Company’s annual proxy statement, annual report or other similar disclosure document for the prior year’s annual meeting of shareholders of the Company was disseminated to shareholders or (y) in the case of any other meeting at which Directors are to be elected, the later of (A) 105 days prior to the date of such meeting and (B) 30 Business Days after the Company provides such Investors’ Representative with written notice of the date of such meeting.

(e) From and after the Effective Date, until the Board Designation Expiration Date, each of the Founder Preferred Investor, SB and RG hereby irrevocably grants to, and appoints the AG Investors’ Representative as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead to vote, in the case of the Founder Preferred Investor, its Landscape Preferred Shares (the “Landscape Proxy Shares”), or, in the case of SB and RG, their Voting Securities (the “Management Proxy Shares”, together with the Landscape Proxy Shares, the “Proxy Shares”), or grant a consent or approval in respect of such Proxy Shares, in a manner consistent with this Agreement; provided, however, that such proxy and voting and related rights are expressly limited to those matters set forth in Section 2.01(a) and Section 2.01(b) during the applicable period and in no circumstance may be exercised to elect more than two (2) AG Directors (except to the extent the Landscape Investors’ Representative fails to make a nomination for a vacancy created by a Landscape Director) or otherwise in a manner inconsistent with Section 2.01(a) and Section 2.01(b). The Founder Preferred Investor, SB and RG each hereby further affirms that its respective irrevocable proxy is coupled with an interest and may not be revoked.

ARTICLE III

Company Corporate Governance

Section 3.01. Composition of the Board of Directors. From and after the Effective Date, nominees for the Board of Directors, other than the Investor Directors, shall be made by the Governance Committee (such nominees, the “Company Nominees”); provided, that the number of Company Nominees shall not exceed the difference between (a) the number of Directors constituting the then Whole Board and (y) four (4) (the number of Investor Directors).

Section 3.02. Composition of Committees of the Board of Directors. From and after the Effective Date, until the Board Designation Expiration Date, at the election of the AG Investors’ Representative, on behalf of the AG Group, Directors selected by the AG Directors shall constitute a majority of the Governance Committee.

Section 3.03. Domestication; Listing. The Investors acknowledge and agree that it is the intention of the Company to, as promptly as practicable following the Effective Date, effect the Domestication and, in connection therewith, adopt the Domestication Charter. In the event that the Board recommends the Domestication to and/or the adoption of the Domestication Charter by the shareholders of the Company, the Investors shall (i) cause all Voting Securities owned of record or beneficially by such Investor to be present (in person or by proxy) at any duly called and noticed annual or special meeting of shareholders of the Company at which the Domestication and/or the Domestication Charter are submitted to the shareholders of the Company, (ii) vote or cause to be voted at such meeting or by consent in lieu of a meeting of shareholders of the Company all such Voting Securities in favor of the Domestication and the Domestication Charter, (iii) take any and all other lawful action so as to adopt and approve the Domestication and the Domestication Charter and (iv) cooperate and use all commercially reasonable efforts so as to cause Company to effect the Domestication, cause the Domestication Charter to become effective, file with the SEC of a registration statement to effect the registration of the Company Class A Shares (including for the avoidance of doubt Class A Shares issuable upon the exercise of warrants and options to purchase Company Class A Shares) and Landscape Preferred Shares under the Securities Act, cause such registration statement to be declared effective by the SEC and cause the Company Class A Shares to be listed on the New York Stock Exchange.

Section 3.04. Sharing of Information by Investor Directors. Notwithstanding anything in this Agreement to the contrary, each Investor Director may share with, and otherwise make available to, the Investors any information it receives, in its capacity as an Investor Director, from or on behalf of the Company and its Subsidiaries; provided that any such information shared will be subject to Section 8.13.

ARTICLE IV

Standstill, Acquisitions of Securities and Other Matters

Section 4.01. Acquisitions of Equity Securities of the Company. Until the Standstill Expiration Date with respect to such Investor, without prior approval of the Board of Directors (by not less than a majority of the Whole Board), an Investor shall not, and such Investor shall not permit any of its Affiliates or General Partners to, directly or indirectly acquire, offer to acquire,

agree to acquire or make a proposal (public or otherwise) to acquire, by purchase or otherwise, (i) record or beneficial ownership of any Equity Securities of the Company, or any direct or indirect right to acquire record or beneficial ownership of any Equity Securities, of the Company, or (ii) any cash settled call options or other derivative securities or contracts or instruments in any way related to the price of Equity Securities of the Company.

Section 4.02. Other Restrictions. Until the Standstill Expiration Date with respect to such Investor, and except as permitted or required by this Agreement, an Investor shall not, and such Investor shall not permit any of its Affiliates or General Partners to:

(a) make, initiate, solicit or submit a proposal (public or otherwise) for, or offer of (with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license or other similar extraordinary transaction involving (i) a material portion of the assets or (ii) Equity Securities of the Company or any of its Subsidiaries;

(b) make or in any way participate in any “solicitation” of “proxies” to vote or become a participant in any “election contest” (as such terms are used in the proxy rules of the Exchange Act), or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to advise or influence any Person or Group with respect to the voting of any Voting Securities of the Company or any Subsidiary thereof;

(c) propose any matter for submission to a vote of shareholders of the Company or call or seek to call a meeting of the shareholders of the Company (other than for the purposes of enforcing its rights to designate its Investor Directors pursuant to this Agreement or the Charter);

(d) other than as required by Section 2.01, or to any other Investor or an Investor Representative, in each case, in a manner consistent with the other terms of this Agreement, grant any proxies with respect to any Voting Securities of the Company to any Person or deposit any Voting Securities of the Company in a voting trust or enter into any other agreement or other arrangement with respect to the voting thereof;

(e) form, join, encourage the formation of or in any way engage in discussions relating to the formation of, or in any way participate in, any Group with respect to any Voting Securities of the Company or any Subsidiary thereof or otherwise in connection with any of the actions prohibited by Section 4.01 or this Section 4.02, including pursuant to any voting agreement or trust; provided, however, notwithstanding anything in this Agreement to the contrary (and except as otherwise permitted by this Agreement), the Landscape Group may (i) form a Group with respect to any Voting Securities of the Company or any Subsidiary thereof consisting of members, principals or employees of one or more of the Landscape Group, (ii) enter into a voting agreement by and among such members, principals or employees providing one or both of the applicable Principals of the Landscape Group with voting power over such Voting Securities and (ii) make any filings required by Law in connection with the foregoing, in each case, so long as each of the applicable Principal agrees to be bound by and comply with the terms and conditions of this Agreement and each such voting agreement is consistent in all respects with this Agreement;

(f) take any action, alone or in concert with other Persons, to remove or oppose the election of any Director of the Company or to seek to change the size or composition of the Board of Directors or otherwise seek to expand the Investors’ representation on the Board of Directors in a manner inconsistent with this Agreement;

(g) take any action, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company or any of its Subsidiaries other than through participation on or on behalf of the Board and the Board Committees pursuant to Article II;

(h) enter into any discussions, negotiations, arrangements or understandings with, or advise, assist, finance or encourage any Person with respect to any of the actions prohibited by, Section 4.01 or this Section 4.02;

(i) make any disclosure inconsistent with the agreements contained in Section 4.01 or this Section 4.02;

(j) take any action that could reasonably be expected to require the Company or any Investor to make a public announcement regarding any of the matters described in Section 4.01 or this Section 4.02;

(k) request, propose or otherwise seek any amendment or waiver of the restrictions contained in Section 4.01 or this Section 4.02 (except as provided in the last paragraph of this Section 4.02); or

(l) contest the validity or enforceability of the agreements contained in Section 4.01 or this Section 4.02 or seek a release of the restrictions contained in Section 4.01 or this Section 4.02 (whether by legal action or otherwise).

Notwithstanding the foregoing, and for the avoidance of doubt, none of the foregoing restrictions in this Section 4.02 shall limit or restrict (i) the voting or other activities of any Investor Director acting solely in his or her capacity as such or impose any restriction on any Investor Director in discharging his or her fiduciary duties as a Director acting for the benefit of the Company and all stockholders of the Company or in his or her capacity as a member of a Board Committee, (ii) the ability of the Investors to privately communicate with or attempt to influence the Directors or to designate for nomination any Investor Director in accordance with Section 2.01 or to vote any Voting Securities held by the Investors so long as such Voting Securities otherwise are voted in compliance with this Agreement or (iii) the ability of an Investor or its Affiliates or General Partners to privately respond to requests for assistance from, or privately provide advice or assistance to, Company management from time to time.

Notwithstanding the restrictions in Section 4.02, the Investors shall be permitted to make requests to the Board to amend or waive any of the limitations set forth in Section 4.01 or this Section 4.02, which the Directors, acting by majority, may accept or reject in their sole discretion; provided, however, that (i) any such request shall not be publicly disclosed by any Investor and shall be made in a manner that shall not require the public disclosure of such request by any Investor under applicable Law and (ii) any such request shall be made in a manner that shall not reasonably be expected to require the public disclosure of such request by the Company under applicable Law or any rule or regulation of the primary stock exchange or quotation system on which the Company Class A Shares are then listed or quoted.

Section 4.03. Exceptions to Standstill and Restrictions on Acquisitions. Notwithstanding anything to the contrary in this Agreement, the parties agree that:

(a) the restrictions set forth in Section 4.01 and Section 4.02(a)(ii) shall not apply to:

(A) the acquisition by the AG Group of Equity Securities pursuant to the Transaction or the conversion of OpCo Units or the exchange of Company Class B Shares or AG Preferred Shares;

(B) the acquisition at any time following the Effective Date, in one or more transactions (not including a tender or exchange offer), of record or beneficial ownership of Company Class A Shares up to an aggregate for the applicable Investor’s Investor Group of the Standstill Exception Amount as of such time;

(C) the acquisition of record or beneficial ownership of Equity Securities of the Company (i) pursuant to stock dividends, reclassifications, recapitalizations or other distributions by the Company or any Subsidiary of the Company to all holders of Company Class A Shares and/or the Landscape Preferred Shares or (ii) pursuant to stock dividends, reclassifications, recapitalizations or other distributions by the Company or any Subsidiary of the Company to the holder(s) of the Landscape Preferred Shares or otherwise pursuant to the terms and conditions of the Landscape Preferred Shares;

(D) any acquisition of record or beneficial ownership of Equity Securities of the Company or of OpCo by a Permitted Transferee from any Investor (subject to Section 5.02(b));

(E) the acquisition of record or beneficial ownership of Equity Securities of the Company or of OpCo pursuant to any long-term incentive compensation plan applicable to the Company or its Subsidiaries;

(F) the acquisition of record or beneficial ownership of Equity Securities of the Company pursuant to any warrant instrument executed by the Company; or

(G) the acquisition of record or beneficial ownership of Equity Securities of the Company pursuant to the exchange or conversion of equity securities of an Affiliate of the Company into Equity Securities of the Company or of Equity Securities of the Company into other Equity Securities of the Company.

(b) the restrictions set forth in Section 4.02(i) and Section 4.02(j) shall not apply solely to the extent necessary to allow any Investor or any Investor Director to comply with its filing obligations under applicable securities law, rules and regulations solely to report a transaction permitted by this Agreement;

(A) (A) the restrictions set forth in Section 4.02(a) and Section 4.02(b) and (B) solely to the extent necessary to permit the actions described in in Section 4.02(a) and Section 4.02(b), the restrictions set forth in Section 4.02(c), Section 4.02(d), Section 4.02(e), Section 4.02(h), Section 4.02(i) and Section 4.02(j), in the case of each of clauses (A) and (B) shall be suspended,

(B) notwithstanding the restrictions set forth in Section 4.01, the Investors shall be permitted to acquire record or beneficial ownership of Equity Securities of the Company solely to the extent necessary to consummate a Strategic Transaction permitted as a result of the suspension of the restrictions in Section 4.02(a) pursuant to the foregoing clause (i), and

(C) notwithstanding the restrictions set forth in Section 4.02(f) and Section 4.02(g), the Investors shall be permitted to take such actions set forth in such restrictions until the consummation of a Strategic Transaction permitted as a result of the suspension of Section 4.02(a) pursuant to the foregoing clause (i) so long as they would not have the effect (other than as a result of the consummation of such Strategic Transaction) of removing or opposing the election of any Investor Director, changing the size or composition of the Board of Directors, expanding Investors’ representation on the Board of Directors in a manner inconsistent with this Agreement or controlling or influencing the management, board of directors or policies of the Company or any of its Subsidiaries;

provided, however, that, in the event that (x) the agreement contemplated by clause (a) of the definition of Suspension Event is terminated or (y) the tender or exchange offer contemplated by clause (b) of the definition of Suspension Event is terminated without the purchase of shares contemplated thereby being consummated, then, in each case, the Suspension Event shall end and the restrictions set forth in Section 4.01 and Section 4.02 shall be fully reinstated;

(d) if the Board resolves after the Effective Date to engage in a formal process which is intended to result in a transaction which, if consummated, would constitute a Strategic Transaction, then the restrictions set forth in Section 4.02(a) shall be suspended solely to the extent necessary and only for such period as is necessary to allow the Investors to participate in such process on substantially the same basis generally applicable to other participants in such process; provided, however, that, following the termination of such formal process, the restrictions set forth in Section 4.02(a) shall be fully reinstated;

ARTICLE V

Restrictions on Transferability of Securities

Section 5.01. Transfer Restrictions.

(a) Until December 31, 2027 (the “Restricted Period”), without the prior written consent of the Investor Representatives, no Investor shall make or solicit any Transfer of or with respect to, and each Investor shall cause each of its Affiliates not to make or solicit any Transfer of or with respect to, record or beneficial ownership of any Equity Securities of the

Company now owned or acquired by such Investor or its Affiliates, in each case, in connection with the consummation of the Transaction; provided, however, that in no event shall any member of the SB Group or the RG Group be prohibited or restricted by this Section 5.01 from, or require written consent to, make or solicit any Transfer of or with respect to record or beneficial ownership of any Equity Securities now owned or acquired by them except for their AG Preferred Shares.

(b) Following the end of the Restricted Period, no Investor shall make or solicit any Transfer of or with respect to, and each Investor shall cause each of its Affiliates not to make or solicit any Transfer of or with respect to, record or beneficial ownership of any Equity Securities of the Company now owned or hereafter acquired by the Investors or their Affiliates, in each case, in connection with the consummation of the Transactions, in any single transaction or series of related transactions, to or with any Person or Group unless:

(i) such Equity Securities would not represent more than 5% of the Voting Securities of the Company; and

(ii) to the best knowledge of such Investor (which must be supported by representations regarding record or beneficial ownership given by such Person or Group (if such Person or Group is identifiable)), after giving effect to such Transfer, such Person or Group would not have record or beneficial ownership of more than 10% of the Voting Securities of the Company; provided that such Investor must instruct any broker, agent or other intermediary to Transfer such Equity Securities in a manner consistent with the restrictions in this Section 5.01(b).

Section 5.02. Permitted Transfers. (a) Notwithstanding anything to the contrary in Section 5.01, any Investor may make or solicit a Transfer of record or beneficial ownership of any Equity Securities of the Company:

(i)

to, subject to Section 5.02(b), a Permitted Transferee;

(ii)

to the Company or a Subsidiary of the Company;

(iii)

that the Investor acquired after the Effective Date; or

(iv)

subject to Section 5.02(c) and Section 5.03(b), of Company Class A Shares or other equivalent Equity Securities of the Company representing record or beneficial ownership of up to 25% of the number of Company Class A Shares or other equivalent Equity Securities of the Company beneficially owned by such Investor or its Affiliates as of the Effective Date (on a fully diluted basis), as adjusted pursuant to Section 8.01; provided, however, that in no event may any Investor make or solicit a Transfer of record or beneficial ownership of any Landscape Preferred Shares or AG Preferred Shares of the Company pursuant to this Section 5.02(a)(iv).

(b) No Transfer of Equity Securities of the Company to a Permitted Transferee shall be effective until such time as such Permitted Transferee has executed and delivered to the Company, as a condition precedent to such Transfer, a joinder to this Agreement substantially in

the form of Exhibit B hereto. No Investor shall permit a Transfer of control of such Investor other than to a Permitted Transferee and any such Transfer other than to a Permitted Transferee shall be a breach of this Agreement.

(c) To the extent any Investor proposes to Transfer or shall be deemed to Transfer record or beneficial ownership of any Equity Securities of the Company pursuant to this Article V, such Investor shall, not less than three (3) days prior to the consummation of such Transfer or deemed Transfer, deliver written notice thereof to each of the Company and the Investor Representatives setting forth the number of Equity Securities of the Company record or beneficial ownership of which is proposed or deemed to be Transferred, the identity of the proposed or deemed Transferee (if known), and the manner of the proposed or deemed Transfer. Upon the written request by the Company or any Investor Representative, the Transferring Investor shall provide, such evidence that the Company or any Investor Representative may reasonably request that demonstrates the proposed or deemed Transferee is a Permitted Transferee.

(d) If at any time following the Transfer of record or beneficial ownership of Equity Securities of the Company to a Permitted Transferee pursuant to Section 5.02(a)(i), such Investor would no longer meet the definition of a Permitted Transferee, such Investor shall promptly, but in any event within 30 days from the date that such Investor no longer meets the definition of a Permitted Transferee, Transfer record or beneficial ownership of such Equity Securities back to the original Transferring Investor (or if such original Transferring Investor no longer meets the definition of a Permitted Transferee, to the applicable Principal).

(e) Notwithstanding anything to the contrary in Section 5.01, each Investor shall be permitted to pledge the Company Class A Shares owned of record or beneficially owned by such Investor under any credit or similar facility maintained by such Investor or any of such Investor’s Affiliates or deposit record or beneficial ownership of such Company Class A Shares in a margin account and such pledge or deposit shall not be considered a Transfer for purposes of this Agreement.

(f) Nothing in this Section 5.01 shall prohibit or restrict any member of the RG Group or the SB Group from making or soliciting a Transfer of record or beneficial ownership of any Equity Securities of the Company except for AG Preferred Shares owned beneficially or of record by such Investor.

Section 5.03. Legends and Compliance with Securities Laws. (a) The Company may place appropriate legends on the certificates (and appropriate stop transfer orders or notations on any book-entry shares) representing Equity Securities of the Company that are subject to the restrictions on Transfer set forth in this Agreement, which legends (and stop transfer orders or notations) may set forth the restrictions referred to above and any restrictions appropriate for compliance with applicable Law. The Company will promptly issue replacement certificates to the Investors, upon request, in order to permit the Investors to engage in sales, transfers and other dispositions that are not restricted hereunder or under applicable Law.

(b) Notwithstanding anything to the contrary in this Agreement, it shall be a condition to any Transfer of Equity Securities of the Company that (i) such Transfer comply with the provisions of the Securities Act and applicable securities laws and, if reasonably requested by

the Company, the Transferring Investor shall have provided the Company with an opinion of outside legal counsel, reasonably acceptable to the Company, to such effect (it being understood that no such legal opinion of outside legal counsel to the Transferring Investor shall be required in connection with any Transfer permitted by this Article V, pursuant to any tender or exchange offer or Strategic Transaction), (ii) such Transfer does not require the Company to file any report or other disclosure pursuant to the Securities Act or applicable securities laws (other than in connection with any Transfer permitted by this Article V pursuant to any tender or exchange offer or Strategic Transaction) and (iii) no applicable Law or judgment issued by any Governmental Entity which would prohibit such Transfer shall be in effect, and all consents of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of such Transfer shall have been obtained or filed or shall have occurred.

Section 5.04. Improper Transfer or Encumbrance. Any attempt not in compliance with this Agreement to make any Transfer of or with respect to record or beneficial ownership of any Equity Securities of the Company shall, to the fullest extent permitted by applicable Law, be null and void and of no force and effect, the purported Transferee shall have no rights or privileges in or with respect to the Company, and the Company shall not give any effect in the Company’s stock ledger or register or any register of members to such attempted Transfer.

ARTICLE VI

Registration Rights

Section 6.01. Registration. (a) If at any time after the 12-month anniversary of the Effective Date the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act and the Company receives a written request from an Investor Representative, on behalf of an Investor Group, that the Company register Registrable Securities under the Securities Act, then the Company shall, as promptly as reasonably practicable, but not later than the 45th day after receipt of such written request (any such date of filing, the “Filing Date”), prepare and file with the SEC a Registration Statement providing for the offer and sale for cash by the Investors of the Registrable Securities not already covered by an existing and effective Registration Statement (giving effect to any amendments thereto) for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be, at the election of the requesting Investor Representative, on behalf of the applicable Investors, on Form S-1 or another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement. Thereafter, the Company shall use its commercially reasonable efforts to cause any such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the Company Class A Shares subject to this Article VI cease to be Registrable Securities (the “Effectiveness Period”).

(b) At any time and from time to time on or after the 12-month anniversary of the Effective Date if the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, upon the written request (a “Demand Notice”) of any Investor requesting that the

Company effect an Underwritten Offering of Registrable Securities of the Investors (a “Demand Offering”), the Company shall use its commercially reasonable efforts to effect, as promptly as reasonably practicable, an Underwritten Offering of such Registrable Securities; provided, however, (w) at the time of the Demand Offering, there shall be an existing and effective Registration Statement pursuant to Section 6.01(a) that covers the Registrable Securities for which a Demand Offering has been requested or the Company shall then be WKSI eligible, and (x) with respect to any Registrable Securities, the Company shall be obligated to effect no more than one Roadshow Offering in any 12-month period (provided, that if any such Roadshow Offering is reasonably likely to be completed outside of such 12-month period, the Company’s obligations to effect such Demand Offering shall continue) and (y) the Registrable Securities for which a Demand Offering has been requested will have a value (based on the average closing price per share of Company Class A Shares for the ten trading days preceding the delivery of such Demand Notice) of not less than $50,000,000. Each such Demand Notice will specify the number of Registrable Securities owned by the demanding Investors and the number of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof.

(c) In the event of a Demand Offering, the Underwriters (including the lead Underwriter) for such Demand Offering will be a nationally recognized investment bank selected by the demanding Investor Representative on behalf of the applicable Investors with the approval of the Company (which approval shall not be unreasonably withheld).

(d) Notwithstanding anything to the contrary in this Agreement, the Investors may not request a Demand Offering during a period commencing upon the date of the public announcement of (or such earlier date that is not more than 30 days prior to such public announcement if the Company has given notice to the Investor Representatives that it so intends to publicly announce) an Underwritten Offering of Company Class A Shares by the Company (for its own account or for any other security holder in each case provided the Investors are entitled to participate in such offering pursuant to Section 6.02) and ending (i) 90 days after the consummation of such Underwritten Offering, (ii) 30 days after the Company has given notice to the Investor Representatives that it intends to publicly announce an Underwritten Offering if no such Underwritten Offering has been publicly announced within such 30-day period, (iii) upon withdrawal of such Underwritten Offering if it has been publicly announced but not commenced or (iv) upon written notice to the Investor Representatives that the Company no longer intends to conduct an Underwritten Offering.

(e) The Investors will be permitted to rescind a Demand Notice or request the removal of any Registrable Securities held by them from any Demand Offering at any time (so long as, in the case of a Demand Offering, after such removal it would still constitute a Demand Offering, including with respect to the required value thereof under Section 6.01(b)); provided, however, that, if the Investors rescind a Roadshow Offering, such Roadshow Offering will nonetheless count as a Roadshow Offering for purposes of determining when future Roadshow Offerings can be requested by the Investors pursuant to this Section 6.01, unless the Investors reimburse the Company for all Offering Expenses incurred by the Company in connection with such Roadshow Offering (provided, the Investors shall not be required to so reimburse the Company for the Company’s out-of-pocket expenses incurred to prepare and file any Registration Statement pursuant to Section 6.01(a) or any amendment thereto necessary to maintain the effectiveness of such Registration Statement or for the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties)).

Section 6.02. Piggyback Offering. If, at any time after the 30-month anniversary of the Effective Date, the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act and the Company proposes or is required to effect an Underwritten Offering of Equity Securities of the Company for (a) the Company’s own account (other than (i) pursuant to an offering in connection with a merger, acquisition or other business combination, (ii) an offering on Form S-8 (or any substitute or similar form that may be adopted by the SEC) or (iii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Class A Shares (other than the Investors) pursuant to a demand offering requested by such holder, then the Company will give written notice of such proposed filing to the Investor Representatives not less than 10 business days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 business days after delivery of any such notice by the Company, of the Investors to include Registrable Securities in such Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall, subject to Section 6.03, include all such Registrable Securities in such Underwritten Offering, on the same terms and conditions as the Company’s or such other holder’s Company Class A Shares (a “Piggyback Offering”); provided, however, that if, at any time after giving written notice of such proposed Underwritten Offering and prior to the effecting of such Underwritten Offering, the Company or such other holder shall determine for any reason not to proceed with the proposed Underwritten Offering of the Company Class A Shares or delay the Underwritten Offering of the Company Class A Shares, then the Company will give written notice of such determination to the Investor Representatives and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Class A Shares, shall be relieved of its obligation to offer any Registrable Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Class A Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Class A Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purposes of this Section 6.02, and the Company shall be required to issue the Investor Representatives a new notice pursuant to this Section 6.02 and grant the Investors a new opportunity to participate in such Underwritten Offering pursuant to this Section 6.02 in the event a determination is made to proceed with such Underwritten Offering. The Company or such other holder will select the lead Underwriter in connection with any offering contemplated by this Section 6.02 and the Investors’ right to participate shall be conditioned on each participating Investor entering into an underwriting agreement in customary form and acting in accordance with the provisions thereof.

Section 6.03. Reduction of Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, if the lead Underwriter of an Underwritten Offering described in Section 6.01 or 6.02 advises the Company in writing that in its reasonable opinion, the number of Equity Securities of the Company (including any Registrable Securities) that the Company, the Investors and any other Persons intend to include in any Underwritten Offering is such that the success of any such offering would be materially and adversely affected, including the price at which the securities can be sold or the number of Equity Securities of the Company that any participant may sell, then the number of Equity Securities of the Company to be included in the

Underwritten Offering for the account of the Company, the Investors and any other Persons will be reduced pro rata by proposed participation (unless otherwise provided below) in the Underwritten Offering to the extent necessary to reduce the total number of securities to be included in any such Underwritten Offering to the number recommended by such lead Underwriter; provided, however, that (a) priority for inclusion of Equity Securities of the Company in a Demand Offering pursuant to Section 6.01 will be (i) first to be included, the Registrable Securities requested to be included in the Demand Offering for the account of the Investors and the Centerbridge Entities (ii) second to be included, securities to be offered by the Company for its own account, and (iii) third to be included, securities of the Company (pro rata based on then ownership of Voting Securities of the Company) requested to be included for the account of other holders having contractual piggyback registrations rights, so that the total number of securities to be included in any such Demand Offering for the account of all such Persons (including the Investors and the Centerbridge Entities) will not exceed the number recommended by such lead Underwriter; (b) priority in the case of an Underwritten Offering initiated by the Company for its own account which gives rise to a Piggyback Offering pursuant to Section 6.02 will be (i) first to be included, securities initially proposed to be offered by the Company for its own account, (ii) second to be included, the Registrable Securities requested to be included in the Piggyback Offering for the account of the Investors and the Centerbridge Entities, and (iii) third to be included, securities of the Company (pro rata based on then ownership of Voting Securities of the Company) requested to be included in the Piggyback Offering for the account of other holders having contractual piggyback registrations rights, so that the total number of securities to be included in any such offering for the account of all such Persons (including the Investors and the Centerbridge Entities) will not exceed the number recommended by such lead Underwriter; and (c) priority with respect to inclusion of securities in an Underwritten Offering initiated by the Company for the account of holders other than the Investors or the Centerbridge Entities pursuant to contractual rights afforded such holders will be (i) first to be included, securities (including Registrable Securities) of the Company (pro rata by proposed participation) requested to be included in the Underwritten Offering for the account of such initiating holders, the Investors and the Centerbridge Entities, (ii) second to be included, securities requested to be included in such Underwritten Offering by the Company for its own account, and (iii) third to be included, pro rata among any other securities of the Company requested to be included in such Underwritten Offering for the account of other holders having contractual piggyback registrations rights, so that the total number of securities to be included in any such offering for the account of all such Persons (including the Investors and the Centerbridge Entities) will not exceed the number recommended by such lead Underwriter.

Section 6.04. Registration Procedures. (a) Subject to the provisions of Section 6.01 and Section 6.02 hereof, in connection with the registration of the sale of Registrable Securities hereunder, the Company will as promptly as reasonably practicable:

(A) furnish to the Investor Representatives without charge, if requested, prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, (i) copies of all such documents proposed to be filed (in each case including all exhibits thereto and documents incorporated by reference therein, except to the extent such exhibits or documents are incorporated by reference and currently available electronically on EDGAR or any successor system of the SEC), which documents (other than those incorporated by reference) will be subject to the review and good faith objection

and comment of the Investor Representatives prior to filing, (ii) copies of any and all transmittal letters or other correspondence with the SEC relating to such documents (except to the extent such letters or correspondence is currently available electronically via EDGAR or any successor system of the SEC) and (iii) such other documents as the Investor Representatives may reasonably request, in each case in such quantities as the Investor Representatives may reasonably request;

(B) use its commercially reasonable efforts to (i) prepare and file with the SEC such amendments, including post-effective amendments, and supplements to each Registration Statement and the prospectus used in connection with the offer and sale of the Registrable Securities as may be necessary under applicable Law with respect to the disposition of all Registrable Securities covered by such Registration Statement to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period, (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 under the Securities Act and (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto;

(C) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Investor Representatives reasonably request or as may be necessary by virtue of the business and operations of the Company and its Subsidiaries and do any and all other acts and things as may be reasonably necessary or advisable to enable the Investors to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that neither the Company nor any of its Subsidiaries will be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.04(a)(C), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction;

(D) notify the Investor Representatives at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in a Registration Statement or the Registration Statement or amendment or supplement relating to such Registrable Securities 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 light of the circumstances under which they were made, not misleading, and the Company will promptly prepare and file with the SEC a supplement or amendment to such prospectus and Registration Statement (and comply fully with the applicable provisions of Rules 424, 430A and 430B under the Securities Act in a timely manner) so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus and Registration Statement will 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, in the light of the circumstances under which they were made, not misleading;

(E) advise the Underwriters, if any, and the Investor Representatives promptly and, if requested by such Persons, confirm such advice in writing, of the issuance by the

SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes;

(F) use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as reasonably practicable;

(G) in connection with a Demand Offering, enter into customary agreements and use commercially reasonable efforts to take such other actions as are reasonably requested by the Investor Representatives in order to expedite or facilitate the disposition of such Registrable Securities in such Demand Offering, including preparing for and participating in a road show and all such other customary selling efforts as the Underwriters, if any, reasonably request in order to expedite or facilitate such disposition;

(H) if requested by the Investor Representatives or the Underwriters, if any, promptly include in any Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the Investors’ Representative and such Underwriters, if any, may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities, information with respect to the number of Registrable Securities being sold to such Underwriters, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such prospectus supplement or post-effective amendment;

(I) make available for inspection by the Investor Representatives, any Underwriter participating in any disposition of such Registrable Securities, and any attorney for the Investors or such Underwriter and any accountant or other agent retained by the Investors or such Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its Subsidiaries (collectively, the “Records”) as will be reasonably necessary to enable them to conduct customary due diligence with respect to the Company and its Subsidiaries and the related Registration Statement and prospectus, and cause the Representatives of the Company and its Subsidiaries to be made available to the Inspectors for such diligence and supply all information reasonably requested by any such Inspector; provided, however, that (x) Records and information obtained hereunder will be used by such Inspector only to conduct such due diligence and (y) Records or information that the Company determines, in good faith, to be confidential will not be disclosed by such Inspector unless (A) the disclosure of such Records or information is necessary to avoid or correct a material misstatement or omission in a Registration Statement or related prospectus, (B) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or (C) necessary for defense in a legal action;

(J) (A) cause the Representatives of the Company and its Subsidiaries to supply all information reasonably requested by the Investor Representatives, or any Underwriter, attorney, accountant or agent in connection with the Registration Statement and (B) provide the Investor Representatives and their respective counsel with the opportunity to participate in the preparation of such Registration Statement and the related prospectus;

(K) in connection with a Demand Offering, use its commercially reasonable efforts to obtain and deliver to each Underwriter and the Investor Representatives a comfort letter from the independent registered public accounting firm for the Company (and additional comfort letters from the independent registered public accounting firm for any company acquired by the Company whose financial statements are included or incorporated by reference in the Registration Statement) in customary form and covering such matters as are customarily covered by comfort letters or as such Underwriter and the Investors’ Representative may reasonably request, including (x) that the financial statements included or incorporated by reference in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (y) as to certain other financial information for the period ending no more than five Business Days prior to the date of such letter;

(L) in connection with a Demand Offering, use its commercially reasonable efforts to obtain and deliver to each Underwriter and the Investor Representatives a 10b-5 statement and legal opinion from the Company’s counsel in customary form and covering such matters as are customarily covered by 10b-5 statements and legal opinions as such Underwriter and the Investor Representatives may reasonably request;

(M) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, within the required time period, an earnings statement (which need not be audited) covering a period of 12 months beginning with the first fiscal quarter after the effective date of the Registration Statement relating to such Registrable Securities (as the term “effective date” is defined in Rule 158(c) under the Securities Act), which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto; and

(N) use its commercially reasonable efforts to cause such Registrable Securities to be listed or quoted on the NYSE or, if Company Class A Shares are not then listed on the NYSE, then on any other securities exchange or national quotation system on which similar securities issued by the Company are then listed or quoted.

(b) In connection with a Demand Offering, (i) the Company and the participating Investors agree to enter into a written agreement with each Underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such Underwriter and companies of the

Company’s size and investment stature and, to the extent practicable, on terms consistent with underwriting agreements entered into by the Company (it being understood that, unless required otherwise by the Securities Act or any other applicable Law, the Company will not require any Investor to make any representation, warranty or agreement in such agreement other than with respect to such Investor, the ownership of such Investor’s securities being registered and such Investor’s intended method of disposition) and (ii) the Investors agree to complete and execute all such other documents customary in similar offerings, including any reasonable questionnaires, holdback agreements, letters or other documents customarily required under the terms of such underwriting arrangements (but specifically excluding custody agreements and powers of attorney). In the event a Demand Offering is not consummated because any condition to the obligations under any related written agreement with such Underwriter is not met or waived in connection with a Demand Offering, and such failure to be met or waived is not primarily attributable to the fault of the Investors, such Demand Offering will not be deemed exercised.

Section 6.05. Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Section 6.01, Section 6.02, Section 6.03 and Section 6.04 with respect to an offering of Registrable Securities will be subject to the following conditions:

(A) the Company shall be subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act;

(B) the Company may require the participating Investors to furnish to the Company such information regarding the participating Investors or the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or under state securities or blue sky laws; and

(C) in any Demand Offering, the participating Investors, together with the Company, will enter into an underwriting agreement in accordance with Section 6.04(b) above with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.

(b) the Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.04(a)(D) or Section 6.04(a)(E) hereof or a condition described in Section 6.06 hereof, the Investors will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until the Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.04(a)(D) hereof or notice from the Company of the termination of the stop order or Deferral Period.

Section 6.06. Blackout Period. (a) The obligations of the Company to take the actions contemplated by Section 6.01, Section 6.02 and Section 6.04 hereof will be suspended (i) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (ii) if compliance with such obligations would (A) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (B) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate development (other than the contemplated offering), and the Board has determined, in the good faith exercise

of its reasonable business judgment, that such disclosure is not in the best interests of the Company, (C) otherwise require premature disclosure of information the disclosure of which, the Board has determined, in the good faith exercise of its reasonable business judgment, is not in the best interests of the Company, or (D) otherwise represent an undue hardship for the Company; provided, however, that any and all such suspensions pursuant to this Section 6.06 will not exceed 90 consecutive days or a total of 120 days in the aggregate in any 12-month period (any period during which such obligations are suspended, a “Deferral Period”). The Company will promptly give the Investor Representatives written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify the Investors upon the termination of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, each of the Investors shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto until the Investor Representatives receive copies of the supplemented or amended prospectus contemplated hereby or until they are advised in writing by the Company that the use of the prospectus may be resumed and have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, the Investors will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in the Investors’ or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

(b) The parties hereto further agree and acknowledge that any suspension or non-use of the Registration Statement due to the updating of the Registration Statement to include any financial statement the Registration Statement is required to contain (the “Required Financial Statements”) shall not be deemed to be a suspension for purposes of Section 6.06(a), unless and until the seven business day period referenced in Section 6.06(c) shall have passed without the updating of financial statements required by Section 6.06(c).

(c) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain the Required Financial Statements; provided, however, that, with respect to any financial period ending after the Effective Date, the Company shall not be obligated to update the Required Financial Statements pursuant to Section 6.06(b) and shall not be deemed to be in default under this sentence until seven business days after (or such earlier date as may be reasonably practicable) the date upon which such updated financial statements are required to be filed with the SEC.

Section 6.07. Offering Expenses. Except as set forth in the next sentence, all Offering Expenses will be borne by the Company upon the request of the Investor Representatives. The Company shall not be obligated to pay the Offering Expenses in respect of any Demand Offering if the Company shall have paid, upon the request of the Investor Representatives, the Offering Expenses in connection with one Demand Offering during the 12-month period immediately prior to such offering, in which case such Offering Expenses shall instead be borne by the participating Investors pro rata based on securities sold (or, if other holders of Company securities participate in such offering, pro rata among the participating Investors and such other holders based on securities sold), and the Company shall be promptly reimbursed (by wire transfer) by the Investors for their portion of such out-of-pocket Offering Expenses incurred by the Company upon the submission of invoices for such expenses by the Company to the Investors; provided, however,

that (a) if any such offering is reasonably likely to be completed outside of such 12-month period, the Company’s obligations hereunder to pay the associated Offering Expenses shall continue, but the Company shall not in any event become obligated to pay the Offering Expenses associated with such offering unless it is completed after the expiration of such 12-month period and (b) the Company shall not be so reimbursed for its out-of-pocket expenses incurred to prepare and file any Registration Statement pursuant to Section 6.01(a) or any amendment thereto necessary to maintain the effectiveness of such Registration Statement; provided, further, that, notwithstanding anything to the contrary set forth herein, the Company shall always bear the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). Notwithstanding anything to the contrary in this Agreement, the Investors will bear and pay any underwriting discounts and commissions applicable to Registrable Securities offered for their accounts, transfer taxes and fees and expenses of the Investors’ counsel.

Section 6.08. Indemnification; Contribution. (a) In connection with any registration of Registrable Securities pursuant to this Article VI, the Company agrees to indemnify and hold harmless, to the fullest extent permitted by applicable Law, each of the Investors and their respective Affiliates, the Investor Representatives and each of their respective Affiliates, and each Person who controls an Investor or the Investor Representatives within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the directors, officers, employees, partners, affiliates, members, managers, shareholders, assignees and representatives of each of the foregoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including reasonable attorneys’ fees) (“Losses”) joint or several arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any part of any Registration Statement, any preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement to any of the foregoing, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, Registration Statement, other disclosure document or Issuer FWP; provided, however, that the Company will not be required to indemnify any Indemnified Person for any Losses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with information with respect to any Indemnified Person furnished to the Company in writing by the Investors expressly for use therein.

(b) In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, each Investor agrees to indemnify, severally and not jointly, the Company, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Investors, but only with respect to information with respect to such Investor furnished to the Company in writing by such Investor expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP to the extent such information is included therein in reliance upon and in conformity with the information furnished to the Company by such Investor expressly for use therein; provided, however, that in no event shall any Investor’s liability pursuant to this

Section 6.08 in respect of the offering to which such loss, claim, damages, liabilities, judgments, actions or expenses relate exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any damages which such Investor has otherwise been required to pay by reason of such information.

(c) In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 6.08(a) or (b), such Person (hereinafter called the “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations pursuant to this Agreement except to the extent such indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the indemnifying party to assume the defense of such claim, action or proceeding with counsel reasonably satisfactory to the indemnified party to represent the indemnified party; and (iii) pay the fees and disbursements of such counsel related to such claim, action or proceeding. In any such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other rights under the Charter, Bylaws and applicable Law, if any) unless (A) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel, (B) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel, with a copy provided to the Company, that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, (C) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party, or (D) any such, claim, action or proceeding is a criminal or regulatory enforcement action. It is understood that the indemnifying party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified parties (in addition to any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 6.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party has not reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such

settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding (i) in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding or (ii) which involves the imposition of equitable remedies on the indemnified party or the imposition of any obligation on the indemnified party, other than as a result of the imposition of financial obligations for which the indemnified person will be indemnified hereunder.

(d) If the indemnification provided for in this Section 6.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to in this Section 6.08, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of the Company, on the one hand, and the Investors, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 6.08(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

(e) The parties agree that it would not be just and equitable if contribution pursuant to Section 6.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 6.08(d). No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of Section 6.08(d) and this Section 6.08(e), each Investor’s liability pursuant to Section 6.08(d) in respect of the offering to which such loss, claim, damages, liabilities, judgments, actions or expenses relate shall not exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any damages which such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Investor’s obligation to contribute pursuant to this Section 6.08 is several in proportion to the respective number of Registrable Securities held by such Investor hereunder and not joint.

(f) For purposes of this Section 6.08, each Indemnified Person shall have the same rights to contribution as such Investor, and each officer, Director and Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 6.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 6.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld.

(g) If indemnification is available under this Section 6.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 6.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 6.08(d) or (e).

Section 6.09. Lock-up. If and to the extent reasonably requested by the lead Underwriter of an Underwritten Offering of Equity Securities of the Company, the Company and each Investor agrees to enter into an agreement, at the time of execution of the applicable underwriting agreement, not to effect, and to cause their respective Affiliates not to effect, except as part of such registration and subject to such other carve-outs sufficient to permit charitable gifting, any offer, sale, pledge, transfer or other distribution or disposition or any agreement with respect to the foregoing of the issue being registered or offered, as applicable, or of a similar security of the Company, or any securities into which such Equity Securities are convertible, or any securities convertible into, or exchangeable or exercisable for, such Equity Securities, including a sale pursuant to Rule 144, during such period agreed to with the Underwriters but in no event a period of up to seven days prior to, and during a period of up to 45 days after, the effective date of such registration (the “Lock-up”); provided, however, that no Investor shall be obligated to enter into a Lock-up more than one time in any 12-month period. The lead Underwriter shall give the Company and each Investor prior notice of any such request.

Section 6.10. Termination of Registration Rights. This Article VI (other than Sections 6.08, 6.10 and 6.11) will terminate on the date on which all Voting Securities of the Company subject to this Article VI cease to be Registrable Securities; provided, however, that if a Lock-up is in effect at the time of such termination then such Lock-up shall expire in accordance with its terms.

Section 6.11. Rule 144. For so long as the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and it will take such further action as the Investor Representatives (on behalf of the applicable Investors) reasonably may request, all to the extent required from time to time to enable the Investors to sell Registrable Securities within the

limitation of exemptions provided by (a) Rule 144, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of the Investor Representatives (on behalf of the applicable Investors), the Company will deliver to the Investors a written statement as to whether it has complied with such requirements.

ARTICLE VII

Information Rights

Section 7.01. Information Rights. During the Information Rights Period with respect to an Investor (subject to the proviso contained in the definition of “Investor” in Article 1.01):

(a) The Company shall, and shall cause its Subsidiaries to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied;

(b) To the extent requested by such Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company shall furnish such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail;

(c) To the extent requested by such Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, the Company shall furnish to such Investor, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and

(d) Upon request of such Investor, the Company shall, and shall cause its Subsidiaries, officers, directors, employees, counsel, and shall use commercially reasonable efforts to cause its auditors and other agents, to promptly provide or otherwise make available to such Investor, in each case, during normal business hours: (i) full access to the books of account, records and any other information about the Company or its Subsidiaries that it may reasonably request (and such Investor shall be permitted to make copies and extracts therefrom), (ii) reasonable access to the offices and other facilities of the Company or any Subsidiaries that it may reasonably request, and (iii) afford such Investor the opportunity to discuss the Company’s and its Subsidiaries’ affairs, finances and accounts with the Company’s officers, directors, employees, counsel, auditors and other agents from time to time.

(e) The Company shall keep such Investor reasonably informed as to the Company’s (i) material existing and proposed merger and acquisition activity, (ii) existing and proposed material capital markets and financing activities, (iii) actual and, to the knowledge of the Company, threatened material litigation, and (iv) and such other matters as such Investor may reasonably request from time to time (collectively, the “Designated Matters”) through in-person or telephonic meetings to be held on a schedule to be mutually agreed (or in another mutually agreed upon manner on a mutually agreed upon schedule) (the “Routine Informational Meetings”). In between a Routine Informational Meeting, if specifically requested by such Investor, the Company shall promptly and reasonably inform such Investor of any significant developments with respect to a Designated Matter since such Routine Informational Meeting (which may be accomplished in any reasonable manner sufficient to alert such Investor that an update is available (e.g., voicemail, text, etc.)).

ARTICLE VIII

Miscellaneous

Section 8.01. Adjustments. References to numbers or prices of shares and to sums of money contained herein will be adjusted to account for any reclassification, exchange, substitution, combination, division, stock split or reverse stock split of the shares.

Section 8.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery by hand, by E-mail, by registered or certified mail (postage prepaid, return receipt requested) or by recognized international courier service (with tracking and signature verification services) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the AG Group or AG Investors’ Representative, to:

Berkman Family Investments, LLC

660 Madison Avenue, Suite 1435

New York, New York 10173

Attn: William Berkman

Email: bberkman@agrp.com

with a copy (which shall not constitute notice to the AG Group or AG Investors’ Representative) to:

Berkman Family Investments, LLC

3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

Attn: Scott Bruce

Email: sbruce@agrp.com

If to the SB Group, to:

3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

Attn: Scott Bruce

Email: sbruce@agrp.com

If to the RG Group, to:

3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

Attn: Richard Goldstein

Email: Rigoldstein@agrp.com

If to the Landscape Investors’ Representative, to:

Toms Acquisition II LLC

c/o TOMS Capital

450 West 14th Street, 13^th Floor

New York, NY 10014

Attn: Alex San Miguel

Email: alex@tomscapital.com

with a copy (which shall not constitute notice to the Landscape Investors’ Representative) to:

Greenberg Traurig, P.A.

401 E. Las Olas Blvd., Suite 2000

Fort Lauderdale, FL 33301

Attention: Donn Beloff, Esq.

Email: beloffd@gtlaw.com

If to the Toms Investor or the Founder Preferred Investor, to:

Toms Acquisition II LLC

c/o TOMS Capital

450 West 14th Street, 13^th Floor

New York, NY 10014

Attn: Alex San Miguel

Email: alex@tomscapital.com

with a copy (which shall not constitute notice to the Toms Investor or the Founder Preferred Investor) to:

Greenberg Traurig, P.A.

401 E. Las Olas Blvd., Suite 2000

Fort Lauderdale, FL 33301

Attention: Donn Beloff, Esq.

Email: beloffd@gtlaw.com

If to the Imperial Investor, to:

Imperial Landscape Sponsor LLC

888 7th Avenue, 27th Floor

New York, NY 10019

Attn: Michael Fascitelli

Email: mfascitelli@imperialcos.com

with a copy (which shall not constitute notice to the Imperial Investor) to:

Greenberg Traurig, P.A.

401 E. Las Olas Blvd., Suite 2000

Fort Lauderdale, FL 33301

Attention: Donn Beloff, Esq.

Email: beloffd@gtlaw.com

If to the Company prior to the Effective Date, to:

Landscape Acquisition Holdings Limited

c/o TOMS Capital

450 West 14th Street, 13^th Floor

New York, NY 10014

Attn: Alex San Miguel

Email: alex@tomscapital.com

with a copy to (which shall not constitute notice to the Company):

Greenberg Traurig, P.A.

401 E. Las Olas Blvd., Suite 2000

Fort Lauderdale, FL 33301

Attention: Donn Beloff, Esq.

Email: beloffd@gtlaw.com

If to the Company following the Effective Date, to:

Landscape Acquisition Holdings Limited

3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

Attn: Scott Bruce

Email: sbruce@agrp.com

with a copy to (which shall not constitute notice to the Company):

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attn: Thomas E. Dunn, Esq.

Email: tdunn@cravath.com

Section 8.03. Expenses. Except as otherwise set forth herein, each party to this Agreement shall pay its own expenses incurred in connection with this Agreement.

Section 8.04. Amendments; Waivers; Consents. (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the Investor Representatives and the Company; provided, however, that any amendment that materially adversely affects the rights of an individual Investor hereunder, shall also require the signature of such affected Investor or, in the case of a waiver, by the party against whom the waiver is to be effective.

(b) The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights nor will any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by Law or otherwise.

Section 8.05. Interpretation. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “or” shall not be exclusive. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to February 10, 2020. Wherever there is an undertaking in this Agreement for the Investors to act or refrain from acting, such undertaking on behalf of the Landscape Group and their Affiliates, collectively, on one hand, and the AG Group and its Affiliates, collectively, on the other hand, will be construed as a several and not joint obligation to take such action or refrain from taking such action. Wherever there is an undertaking in this Agreement for the Landscape Group to act or refrain from acting, such undertaking on behalf of the Toms Group and its Affiliates, collectively, on one hand, and the Imperial Group and its Affiliates, collectively, on the other hand, will be construed as a several and not joint obligation to take such action or refrain from taking such action. Unless the context requires otherwise (i) any definition of or reference to any contract, instrument or other document or any Law herein shall be construed as referring to such contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Articles, Sections and Schedules shall be construed to refer to Articles and Sections of, and Schedules to, this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.06. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the purpose of this Agreement is fulfilled to the fullest extent possible.

Section 8.07. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.08. Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and is not intended to and does not confer upon any Person other than the parties any rights or remedies.

Section 8.09. Governing Law. This Agreement shall be governed by and construed in accordance with (i) prior to the Domestication, the laws of the British Virgin Islands, and (ii) after the Domestication, the laws of the State of Delaware, in each case, applicable to agreements made and to be performed entirely within such jurisdiction or State, as the case may be, without regard to the conflict of laws principles of such jurisdiction or State, as the case may be.

Section 8.10. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned, in whole or in part, by any of the parties without the prior written consent of the Investor Representatives, except that the rights, interests and obligations in respect of record or beneficial ownership of Equity Securities of the Company or OpCo may be assigned in conjunction with a Transfer of such Equity Securities to a Permitted Transferee pursuant to Section 5.02(a)(i) who has executed and delivered a joinder to this Agreement in accordance with Section 5.02(b). Any purported assignment in violation of the preceding sentence will, to the fullest extent permitted by applicable Law, be null and void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 8.11. Enforcement. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall, to the fullest extent permitted by applicable Law, be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 8.11(b), without proof of damages or otherwise (and each party hereby

waives, to the fullest extent permitted by applicable Law, any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree, to the fullest extent permitted by applicable Law, not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement.

(b) In addition, to the fullest extent permitted by applicable Law, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts in the Relevant Jurisdiction for the purpose of any proceeding arising out of or relating to this Agreement or the actions of the Investors or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such proceeding shall be heard and determined exclusively in such court. To the fullest extent permitted by applicable Law, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the courts in the Relevant Jurisdiction in the event any proceeding arises out of or relates to this Agreement or the actions of the Investors or the Company in the negotiation, administration, performance and enforcement thereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) irrevocably consents to the service of process in any proceeding arising out of or relating to this Agreement or the actions of the Investors or the Company in the negotiation, administration, performance and enforcement thereof on behalf of itself or its property, by U.S. registered mail or recognized international courier service to such party’s respective address set forth in Section 8.02 (provided that nothing in this Section 8.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law) and (iv) agrees that it will not bring any proceeding arising out of or relating to this Agreement or the actions of the Investors or the Company in the negotiation, administration, performance and enforcement thereof in any court other than the courts in the Relevant Jurisdiction. Notwithstanding the foregoing, the parties hereto agree that a final trial court judgment in any such proceeding shall, to the fullest extent permitted by applicable Law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

(c) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any claim, suit, action, investigation or proceeding arising out of or relating to this Agreement or the actions of the Investors or the Company in the negotiation, administration, performance and enforcement thereof. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any claim, suit, action, investigation or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 8.11(c).

Section 8.12. Effectiveness; Termination; Survival. This Agreement shall be effective upon the Effective Date. Notwithstanding anything to the contrary contained in this Agreement,

this Agreement will automatically terminate, (i) with respect to any Investor, on the Standstill Expiration Date with respect to such Investor, and this Agreement shall thereafter, to the fullest extent permitted by applicable Law, be null and void with respect to such Investor, except that (A) this Article VIII (to the extent necessary to effect the resignation or removal of the Investor Directors) shall survive any such termination indefinitely, (B) Article VII shall survive such termination until the expiration of the last applicable Information Rights Period and (ii) with respect to all parties hereto, upon the consummation of a Strategic Transaction. Notwithstanding anything to the contrary in this Agreement, Section 8.13 shall survive with respect to each Investor for three years following the end of the Information Rights Period for such Investor. Nothing in this Section 8.12 will be deemed to release any party from any liability for any willful and material breach of this Agreement or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement.

Section 8.13. Confidentiality; Non-Disparagement. (a) The Investors and their Representatives shall (x) hold confidential and not disclose, without the prior written approval of the Board, all confidential or proprietary written, recorded or oral information or data (including research, developmental, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, knowhow and computer programming and other software techniques) provided by or on behalf of the Company or any of its Subsidiaries to the Investors or their Representatives, whether such confidentiality or proprietary status is indicated orally or in writing or Investor and their Representatives should reasonably have understood that the information should be treated as confidential, whether or not the specific words “confidential” or “proprietary” are used (“Company Confidential Information”), and (y) use such Company Confidential Information only for the purpose of performing such Investor’s obligations hereunder, managing and monitoring the Investors’ investment in the Company and its Subsidiaries and carrying on the business of the Company and its Subsidiaries; provided that the Investors and their Representatives may disclose or use such Company Confidential Information in their capacity as Directors, officers or employees of the Company on behalf of the Company.

(b) The Investors and their Representatives shall (x) hold confidential and not disclose, without the prior written approval of a disclosing Investor, any actions taken (or not taken) under or in connection with this Agreement by such Investor, whether such confidentiality or proprietary status is indicated orally or in writing or Investor and their Representatives should reasonably have understood that the information should be treated as confidential, whether or not the specific words “confidential” or “proprietary” are used (“Investor Confidential Information”, together with the Company Confidential Information, the “Confidential Information”) without the prior written approval of the Investor disclosing such Investor Confidential Information, and (y) use such Investor Confidential Information only for the purpose of performing such Investor’s obligations.

(c) Notwithstanding the foregoing, the confidentiality obligations of Section 8.13(a) will not apply to Company Confidential Information or Investor Confidential Information obtained other than in violation of this Agreement:

(A) which any Investor or any of its Representatives is required to disclose by judicial or administrative process, or by other requirements of applicable Law or regulation or any governmental authority (including any applicable rule, regulation or order of a self-

governing authority, such as the London Stock Exchange, the New York Stock Exchange or NASDAQ); provided that, where and to the extent legally permitted and reasonably practicable, such Investor shall (A) give the Company reasonable notice of any such requirement and, to the extent protective measures consistent with such requirement are available, the opportunity to seek appropriate protective measures and (B) cooperate with Company in attempting to obtain such protective measures;

(B) which becomes available to the public other than as a result of a breach of Section 8.13(a); or

(C) which has been provided to any Investor or any of its Representatives by a Third Party who obtained such information other than from the Investors or any of their Affiliates or other than as a result of a breach of Section 8.13(a).

(d) None of the Investors nor any Principal shall at any time publicly denigrate or disparage any other Investor or Principal, the Company, OpCo or, with respect to their relationship with the Company or OpCo, any of the Company’s or OpCo’s officers or directors in their capacity as officers or directors of the Company or OpCo. The Company, OpCo and the Company’s and OpCo’s officers and directors shall not, at any time publicly denigrate or disparage any of the Principals or Investors. This Section 8.13(d) shall not prohibit (i) the Company, OpCo or the Company’s or OpCo’s officers or directors, individually or as a group, from testifying truthfully under oath pursuant to a lawful court order or subpoena or in connection with any litigation or arbitration between the Investors, the Company or any of the Company’s or OpCo’s officers or directors or (ii) the Principals or the Investors from making the permitted disclosures set forth in Section 8.13(e). Furthermore, if any of the Investors (or any Principal), the Company or OpCo (or any officer or director of the Company or OpCo) makes any statement in breach of this Section 8.13(d), then a truthful response to such statement by the other party shall not be considered a breach of such party’s obligations pursuant to this Section 8.13(d).

(e) Nothing in this Agreement or elsewhere shall prohibit the Investors, any Principal in his capacity as an officer, director or other representative of any Investor, the Company or OpCo or any of the Company’s or OpCo’s officers or directors in their capacity as officers or directors of the Company or OpCo from: (a) contacting, filing a claim with, or cooperating in an investigation by the Securities Exchange Commission, Department of Justice or other federal, state or local agency; (b) exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Exchange Act); (c) utilizing and disclosing information, including the Confidential Information, in connection with discharging such person’s duties to the Company and OpCo; (d) disclosing Confidential Information to the extent such Person (i) is compelled to disclose such Confidential Information or else stand liable for contempt or suffer other censure or penalty or is required to disclose by judicial or administrative process, or by other requirements of applicable law or regulation or any governmental authority (including any applicable rule, regulation or order of a self-governing authority, such as the national securities exchange, national quotation system or primary stock or quotation system on which securities issued by the Company or any of its Subsidiaries are then listed or quoted), provided that, where and to the extent legally permitted and reasonably practicable, (A) the Investors, the Company and OpCo shall be given reasonable notice of any such requirement and, to the extent protective measures consistent with such requirement are available, the opportunity to seek appropriate protective measures and (B)

the other Persons shall cooperate with the Investors, the Company, OpCo or any of the Company’s or OpCo’s officers or directors in their capacity as officers or directors of the Company or OpCo in attempting to obtain such protective measures or (ii) discloses such information in connection with any litigation or arbitration between the Investors, the Company, OpCo and/or or any of the Company’s or OpCo’s officers or directors in their capacity as officers or directors of the Company or OpCo; (e) disclosing documents and information in confidence to an attorney or other professional for the purposes of securing professional advice; (f) retaining, and using appropriately, documents and information relating to such Person’s personal rights and obligations; or (g) disclosing such Person’s notice obligations, and post-employment restrictions, in confidence in connection with any potential new employment or business opportunity. Nothing in Section 8.13(d) shall prohibit a Principal or other Representative of an Investor who serves as a Director from discharging his or her fiduciary duties as Director.

Section 8.14. Representations and Warranties. (a) The Company hereby makes the representations and warranties set forth in Annex A to the Investors, each of which is true and correct as of the date hereof.

(b) Each Investor, severally and not jointly, hereby makes the representations and warranties set forth in Annex B to the Company and each other Investor solely as to itself, each of which is true and correct as of the date hereof.

Section 8.15. Investor Representatives. (a) Each Investor comprising the AG Group hereby irrevocably appoints Berkman Family Investments, LLC, as its agent and true and lawful attorney-in-fact, with full power and authority, including substitution and re-substitution, and for, in the name, place and stead of such Investor, to the same extent and with the same effect as such Investor can, would or could do under applicable Law for all purposes of this Agreement, including to receive and give all notices and to take actions and exercise any rights permitted or required to be taken by the AG Investors’ Representative under this Agreement.

(b) Each Investor comprising the Landscape Group hereby irrevocably appoints TOMS Acquisition II LLC as its agent and true and lawful attorney-in-fact, with full power and authority, including substitution and re-substitution, and for, in the name, place and stead of such Investor, to the same extent and with the same effect as such Investor can, would or could do under applicable Law for all purposes of this Agreement, including to receive and give all notices and to take actions and exercise any rights permitted or required to be taken by the Landscape Investors’ Representative under this Agreement.

(c) The Company and the other Investor shall, to the fullest extent permitted by applicable Law, be entitled to rely on the appointment and authority of the Investor Representatives or the other Investor Representative as applicable, until receipt of written notice of the appointment of a successor Investor Representative made in accordance with this Section 8.15(c). In so doing, the Company and the other Investor shall, to the fullest extent permitted by applicable Law, be entitled to rely on any and all actions taken by, elections and exercises of rights made by and decisions of the Investor Representatives or the other Investor Representative as applicable, under this Agreement notwithstanding any dispute or disagreement among any of the Investors or their respective Investors’ Representative with respect to any such action or decision without any liability to, or obligation to inquire of, any Investor, the Investor Representatives or any other

Person. To the fullest extent permitted by applicable Law, any decision, designation, selection, objection, election, comment, request, act, consent, instruction or similar action of the Investor Representatives shall constitute an action or decision of the Investors on whose behalf such Investor Representative was appointed and shall be final and binding upon each of the Investors on whose behalf such Investor Representative was appointed. At any time after the Effective Date, an Investor Group may remove the prior Investor Representative and designate a successor Investor Representative by a written instrument that is signed in writing by holders of at least a majority-in-interest of the applicable Investor Group (determined in proportion to such Investor’s respective Voting Securities ownership divided by the total number of Voting Securities owned by all Investors within the applicable Investor Group) and delivered to the Company and the other Investor Representative; provided that any successor AG Investors’ Representative must be a controlled Affiliate of BB and any successor Landscape Investors’ Representative must be a controlled Affiliate of Noam Gottesman or Michael Fascitelli. Under such circumstances, the Company and the other Investor shall, to the fullest extent permitted by applicable Law, be entitled to rely on any and all actions subsequently taken and decisions subsequently made by such replacement Investor Representative (and shall cease to rely on any and all actions subsequently taken and decisions subsequently made by the replaced Investor Representative). If an Investor Representative shall at any time resign, be removed or otherwise cease to function in its capacity as such for any reason whatsoever, and a majority-in-interest of the applicable Investor Group fails to provide notice to the Company and the other Investor Representative that a successor has been appointed by such Investor Group within 10 Business Days, then, under such circumstances, the Company and the other Investor Representative shall be entitled to rely on any and all actions taken and decisions made by the Person that served as such Investor Group’s Investor Representative prior to such resignation, removal or incapacity or any Person that is designated prior to such resignation, removal or incapacity by the outgoing or incapacitated Investor Representative, if any, until receipt of written notice by a majority-in-interest of the applicable Investor Group of the appointment of a successor Investor Representative is made in accordance with this Section 8.15(c).

Section 8.16. Availability of Agreement. The Company shall keep a copy of this Agreement on file at the registered office of the Company at any time prior to the Domestication, which shall be available for inspection by the Company’s shareholders with reasonable prior notice.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Shareholder Agreement as of the day and year first above written.


LANDSCAPE ACQUISITION HOLDINGS LIMITED, as the Company,

By:		/s/ Noam Gottesman
Name:		Noam Gottesman
Title:		Director
WILLIAM BERKMAN

By:		/s/ William Berkman


BERKMAN FAMILY INVESTMENTS, LLC,

by		/s/ William Berkman
Name:		William Berkman
Title:		Managing Member

TOMS ACQUISITION II LLC, as Toms Investor,

by		/s/ Noam Gottesman
Name:		Noam Gottesman
Title:		Managing Member


LANDSCAPE ACQUISITION HOLDINGS LIMITED, as the Company

By:		/s/ Noam Gottesman
Title:		Director

WILLIAM BERKMAN

By:		/s/ William Berkman

BERKMAN FAMILY INVESTMENTS, LLC

By:		/s/ William Berkman
Name:		William Berkman
Title:		Managing Member

TOMS ACQUISITION II LLC, as Toms Investor

By:		/s/ Noam Gottesman
Name:		Noam Gottesman
Title:		Managing Member

IMPERIAL LANDSCAPE SPONSOR LLC, as Imperial Investor,

By:		/s/ Michael Fascitelli
Name:		Michael Fascitelli
Title:		Manager

DIGITAL LANDSCAPE PARTNERS HOLDING LLC

		by IMPERIAL LANDSCAPE SPONSOR LLC, as Manager

		/s/ Michael Fascitelli
		Name: Michael Fascitelli
		Title: Manager

		by TOMS ACQUISITION II LLC, as Manager

		/s/ Noam Gottesman
		Name: Noam Gottesman
		Title: Managing Member

BERKMAN FAMILY INVESTMENTS, LLC, as AG Investors’ Representative,

by		/s/ William Berkman
Name:		William Berkman
Title:		Managing Member

TOMS ACQUISITION II LLC, as Landscape Investors’ Representative,

by		/s/ Noam Gottesman
Name:		Noam Gottesman
Title:		Managing Member

SCOTT BRUCE

/s/ Scott Bruce

RICHARD GOLDSTEIN

/s/ Richard Goldstein

EXHIBIT A

DOMESTICATION CHARTER

EXHIBIT B

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholder Agreement dated as of February 10, 2020 (as the same may be amended from time to time, the “Shareholder Agreement”) among [LANDSCAPE ACQUISITION HOLDINGS LIMITED], a company organized under the laws of [the British Virgin Islands], and the other parties thereto, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholder Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to and an “Investor” under the Shareholder Agreement as of the date hereof and, without limiting the generality of the foregoing, shall be subject to the Shareholder Agreement and shall have all of the rights and obligations of an Investor thereunder, including in the case of a member of the Landscape Group, the RG Group or the SB Group, granting the irrevocable proxy set forth in Section 2.01(e), as if it had executed the Shareholder Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholder Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ,


		[NAME OF JOINING PARTY]

		By:
			Name:
			Title:
AGREED ON THIS [ ] day of [ ], 20[ ]:
[LANDSCAPE ACQUISITION HOLDINGS LIMITED]

By:
	Name:
	Title:

ANNEX A

1.	Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

Authority; Execution and Delivery; Enforceability. The Company has all requisite company power and authority to execute and deliver this Agreement and to comply with the terms hereof. The execution and delivery by the Company of this Agreement and the compliance by the Company with this Agreement have been, or prior to the Effective Date will have been, duly authorized by all necessary company action on the part of the Company. The Company has duly executed and delivered this Agreement, which, assuming due authorization, execution and delivery by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity).

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement do not, and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of the Company or any of its subsidiaries (the “Company Subsidiaries”) under, any provision of (i) the Charter, the Bylaws or the comparable organizational documents of any Company Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in paragraph 3(i) below, any Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of the Company to comply with the terms of this Agreement.

(i)

No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the compliance with the terms hereof, other than (i) filings with the UK Financial Conduct Authority (the “FCA”) or the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, (ii) such filings as may be required under the rules and regulations of the LSE or other stock exchange and (iii) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of the Company to comply with the terms of this Agreement.

ANNEX B

1.	Organization, Standing and Power. Such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

Ownership. Such Landscape Investor is the sole beneficial owner and record holder of, and has good and valid title to the Equity Securities of the Company set forth on Schedule A hereto next to its name. Such Landscape Investor owns such Equity Securities of the Company free and clear of any liens (other than such as exist under applicable securities laws or as may be deposited in a margin account).

Authority; Execution and Delivery; Enforceability. Such Investor has all requisite company power and authority to execute and deliver this Agreement and to comply with the terms thereof. The execution and delivery by such Investor of this Agreement and its compliance with the terms hereof have been duly authorized by all necessary company action on the part of such Investor. All required approvals, if any, from the limited partners or other equityholders of such Investor to enter into this Agreement and comply with its terms have been granted. Such Investor has duly executed and delivered this Agreement, which, assuming due authorization, execution and delivery by the Company, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity).

No Conflicts; Consents. (b) The execution and delivery by such Investor of this Agreement do not, and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of such Investor or any of its subsidiaries under, any provision of (i) the organizational documents of such Investor or any of such Investor’s subsidiaries, (ii) any Contract to which such Investor or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in paragraph 4(i), any Law applicable to such Investor or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Investor to comply with terms of this Agreement.

(i)

No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to such Investor or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the compliance with the terms hereof, other than (i) filings with the FCA or the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, (ii) such filings as may be required under the rules and regulations of the LSE or other stock exchange and (iii) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Investor to comply with terms of this Agreement.

5.	Investor Representatives. The AG Investor hereby represents and warrants that the AG Investors’ Representative is a controlled affiliate of AG Investor. The Landscape Investors hereby represent and warrant that the Landscape Investors’ Representative is a controlled affiliate of Noam Gottesman.

Schedule A

Investor Ownership


Investor		Number and Class of Equity Securities
Imperial Investor		1,200,000 Class A Shares
Imperial Investor		2,000,000 Warrants

Toms Investor		1,200,000 Class A Shares
Toms Investor		2,000,000 Warrants

Founder Preferred Investor		1,600,000 shares of Series A Founder Preferred Shares

Radius Global Infrastructure (RADI) S-4Registration of securities issued in business combination transactions