Form 8-K
8-K — Csquare, Inc.
Accession: 0001104659-26-084616
Filed: 2026-07-17
Period: 2026-07-15
CIK: 0002105398
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Entry into a Material Definitive Agreement
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — tm264837d22_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm264837d22_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm264837d22_ex10-2.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm264837d22_8k.htm · Sequence: 1
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported): July 15, 2026
CSQUARE, INC.
(Exact name of Registrant
as specified in its charter)
Delaware
001-43401
83-0679216
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
3100 Olympus Blvd., Suite 510
Coppell, TX 75019
(Address of principal executive offices) (Zip
Code)
(855) 699-8372
(Registrant’s telephone
number, including area code)
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value per share
CSQR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
Entry into a Material Definitive Agreement
Underwriting Agreement
On July 15, 2026, Csquare, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and TD Securities
(USA) LLC, as representatives of the several underwriters set forth on Schedule I thereto (collectively, the “Underwriters”),
relating to the Company’s initial public offering (the “Initial Public Offering”) of its common stock, par value
$0.01 per share (the “Common Stock”). Under the Underwriting Agreement, the Company agreed to sell 50,000,000 shares
of Common Stock to the Underwriters at a public offering price of $21.00 per share, less the underwriting discounts and commissions,
and also granted the Underwriters an option to purchase up to an additional 7,500,000 shares of Common Stock at the same price for a
period of 30 days following July 15, 2026. The material terms of the Underwriting Agreement are described in the prospectus, dated July 15,
2026, filed by the Company with the Securities and Exchange Commission on July 16, 2026, pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the “Securities Act”). The sale of the 50,000,000 shares of Common Stock to the Underwriters
closed on July 17, 2026 and provided net proceeds to the Company of $1,010.0 million after deducting the underwriter discounts and commissions.
The Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain
liabilities under the Securities Act or contribute to payments the Underwriters may be required to make because of any of those liabilities.
Certain of the Underwriters and their respective
affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the Company for
which they received or will receive customary fees and expenses.
Registration Rights Agreement
On July 17, 2026, the Company entered into a registration
rights agreement (the “Registration Rights Agreement”) with certain entities managed or controlled by Brookfield Corporation
or its affiliates and Brookfield Wealth Solutions Ltd. or its affiliates (collectively, “Brookfield”).
Subject to several exceptions, including the Company’s
right to defer a demand registration, shelf registration or underwritten offering under certain circumstances, Brookfield and certain
permitted transferees may require that the Company register for public resale under the Securities Act all shares of the Common Stock
that they request to be registered at any time, subject to the restrictions in the lock-up agreements entered into in connection with
the Initial Public Offering, so long as the securities being registered in each registration statement or sold in any underwritten offering
are reasonably expected to produce aggregate proceeds of at least $50.0 million.
If the Company becomes eligible to register the
sale of its securities on Form S-3 under the Securities Act, which will not be until at least twelve calendar months after July 15, 2026,
Brookfield and certain affiliate transferees have the right to require the Company to register the sale of the Common Stock held by them
on Form S-3, subject to offering size and other restrictions. Brookfield also has the right to request marketed and non-marketed underwritten
offerings using a shelf registration statement, including block trades, subject to certain restrictions.
If the Company proposes to file certain types
of registration statements under the Securities Act with respect to an offering of equity securities (including for sale by the Company),
the Company will be required to use its reasonable best efforts to offer Brookfield the opportunity to register the sale of all or part
of their shares on the terms and conditions set forth in the Registration Rights Agreement (customarily known as “piggyback rights”).
All expenses of registration under the Registration
Rights Agreement, including the legal fees of counsel chosen by stockholders participating in a registration, will be paid by the Company.
The registration rights granted in the Registration
Rights Agreement are subject to customary restrictions including blackout periods and, if a registration is underwritten, any limitations
on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter or underwriters.
The Registration Rights Agreement also contains customary indemnification and contribution provisions and permits assignment of registration
rights to permitted transferees that become party thereto, subject to the ownership thresholds and other conditions set forth therein.
For so long as Brookfield and its affiliates beneficially own at least 20% of the outstanding Common Stock, the Company may not grant
registration rights to any other person without Brookfield’s prior written consent. The Registration Rights Agreement is governed
by Delaware law.
The foregoing summary of the Registration Rights
Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is filed herewith as Exhibit 10.1, and
is incorporated by reference herein.
Stockholders Agreement
On July 17, 2026, the Company entered into a Stockholders
Agreement (the “Stockholders Agreement”) with Brookfield.
The Stockholders Agreement provides that Brookfield
has the right, at any time until Brookfield no longer beneficially owns at least 5% of the outstanding Common Stock, to nominate a number
of directors comprising a percentage of the Company’s board of directors (the “Board”) in accordance with its
beneficial ownership of the outstanding Common Stock (rounded up to the nearest whole number), except that if Brookfield beneficially
owns more than 50% of the outstanding Common Stock, Brookfield has the right to nominate a majority of the directors. Any vacancy on
the Company’s Board in respect of a Board member nominated by Brookfield (a “Brookfield Director”) will be filled
only by individuals designated by Brookfield, for so long as Brookfield beneficially owns at least 5% of the outstanding Common Stock.
Additionally, the Stockholders Agreement also
specifies that, in the event that Brookfield has nominated less than the total number of Brookfield Directors that it is entitled to
nominate, Brookfield will have the right, at any time, to nominate such additional nominee(s), and the Board will take all necessary
actions, whether by increasing the size of the Board or otherwise, to effect the election of such additional nominee(s) to fill any existing
vacancy or newly-created directorship. To the extent any nominee to become a Brookfield Director is not elected as a director at a meeting
of the Company’s stockholders, Brookfield will continue to have the right to nominate the nominee to become a Brookfield Director,
and the Board will take all necessary actions, whether by increasing the size of the Board or otherwise, to effect the election of such
additional nominee(s) to fill any existing vacancy or newly-created directorship.
The Stockholders Agreement sets forth certain
information rights granted to Brookfield for so long as Brookfield beneficially owns at least 3% of the outstanding Common Stock. Further,
the Stockholders Agreement provides that the Company’s certificate of incorporation will always include a waiver of any interest
or expectancy in certain corporate opportunities in favor of Brookfield and its representatives.
The Stockholders Agreement also provides that
until Brookfield no longer beneficially owns at least 20% of the issued and outstanding Common Stock, the Company will not take certain
significant actions specified therein without the prior consent of Brookfield.
The foregoing summary of the Stockholders Agreement
is qualified in its entirety by reference to the Stockholders Agreement, which is filed herewith as Exhibit 10.2, and is incorporated
by reference herein.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On July 15, 2026, in connection with the Initial
Public Offering, the Company amended and restated its certificate of incorporation and amended and restated its bylaws as previously
reported in the Company’s Registration Statement.
The Company’s Amended and Restated Certificate
of Incorporation is filed herewith as Exhibit 3.1 and incorporated by reference herein, and the Company’s Amended and Restated
Bylaws are filed herewith as Exhibit 3.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation of Csquare, Inc. (incorporated by reference to
Exhibit 3.1 to the Company’s Registration Statement on Form S-8, filed on July 15, 2026)
3.2
Amended and Restated Bylaws of Csquare, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s
Registration Statement on Form S-8, filed on July 15, 2026)
10.1
Registration Rights Agreement, dated as of July 17, 2026, by and between Csquare, Inc. and the
Holders party thereto
10.2
Stockholders Agreement, dated as of July 17, 2026, by and among Csquare, Inc. and the stockholders
party thereto
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CSQUARE, INC.
Date: July 17, 2026
By:
/s/ Catherine Smith
Name:
Catherine Smith
Title:
Chief Legal and Administrative Officer and Corporate Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm264837d22_ex10-1.htm · Sequence: 2
Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
among
CSQUARE, INC.
AND
THE HOLDERS PARTY HERETO
DATED July 17,
2026
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
Section 1.1
Definitions
1
ARTICLE II DEMAND AND SHELF REGISTRATION
5
Section 2.1
Right to Demand; Demand Notices
5
Section 2.2
Shelf Registration
6
Section 2.3
Deferral or Suspension of Registration
10
Section 2.4
Effective Registration Statement
10
Section 2.5
Selection of Underwriters; Cutback
11
Section 2.6
Lock-up
12
Section 2.7
Participation in Underwritten
Offering; Information by Holder
13
Section 2.8
Registration Expenses
14
ARTICLE III PIGGYBACK REGISTRATION
14
Section 3.1
Notices
14
Section 3.2
Underwriter’s Cutback
15
Section 3.3
Company Control
17
Section 3.4
Selection of Underwriters
17
Section 3.5
Withdrawal of Registration
17
ARTICLE IV REGISTRATION PROCEDURES
17
Section 4.1
Registration Procedures
17
Section 4.2
Certain Rights
21
Section 4.3
Participating Holders
22
ARTICLE V INDEMNIFICATION
22
Section 5.1
Indemnification by the Company
22
Section 5.2
Indemnification by Selling Investors
23
Section 5.3
Conduct of Indemnification Proceedings
23
Section 5.4
Settlement Offers
24
Section 5.5
Other Indemnification
24
Section 5.6
Contribution
24
ARTICLE VI EXCHANGE ACT COMPLIANCE
25
Section 6.1
Exchange Act Compliance
25
ARTICLE VII TERMINATION
25
Section 7.1
Termination
25
ARTICLE VIII MISCELLANEOUS
25
Section 8.1
Severability
25
Section 8.2
Governing Law; Jurisdiction;
Waiver of Jury Trial
26
Section 8.3
Other Registration Rights
26
Section 8.4
Successors and Assigns
26
i
Section 8.5
Notices
27
Section 8.6
Headings
28
Section 8.7
Additional Parties
28
Section 8.8
Adjustments
28
Section 8.9
Entire Agreement
28
Section 8.10
Counterparts; Facsimile or .pdf
Signature
28
Section 8.11
Amendment
28
Section 8.12
Extensions; Waivers
29
Section 8.13
Further Assurances
29
Section 8.14
No Third-Party Beneficiaries
29
Section 8.15
Interpretation; Construction
29
Section 8.16
Changes in Common Stock
30
ii
THIS
REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2026 (this
“Agreement”), is entered into by and among Csquare, Inc., a Delaware corporation (together with any successor
entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
WHEREAS,
in connection with the Company’s initial public offering, the parties hereto desire to enter into this Agreement in
order to grant certain registration rights with respect to the Registrable Securities (as defined below).
NOW,
THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties
hereby agree as follows:
Article I
Definitions
Section 1.1 Definitions.
As used herein, the following terms shall have the following respective meanings:
“Adoption Agreement”
shall mean an Adoption Agreement in the form attached hereto as Exhibit A.
“Affiliate”
shall mean, with respect to any Person, any Person that, directly or indirectly, through one or more intermediaries, Controls, or is
Controlled by, or is under common Control with, such Person. Notwithstanding the foregoing, (a) the Company, its Subsidiaries and
their respective joint ventures (if any) shall not be considered Affiliates of any Holder and (b) no Holder shall be considered
an Affiliate of any other Holder solely as a result of being parties to this Agreement.
“Agreement”
shall have the meaning ascribed to it in the introductory paragraph.
“Assignee”
shall have the meaning set forth in Section 8.4.
“Automatic Shelf
Registration Statement” shall mean an “automatic shelf registration statement” as defined in Rule 405 (or
successor rule) promulgated under the Securities Act.
“beneficially owned”,
“beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any
successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder
shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently
exercisable or is exercisable upon the occurrence of a subsequent event.
“Board of Directors”
shall mean the Board of Directors of the Company.
“Brookfield Stockholder”
shall mean Dawn Topco L.P. and each of its permitted successors and assigns.
“Business Day”
shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated
by law or executive order to close.
“Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
“Common Stock”
shall mean, collectively, the Company’s common stock, par value $0.01 per share, any additional security paid, issued or distributed
in respect of any such shares by way of a dividend, stock split or distribution, or in connection with a combination of shares, and any
security into which such Common Stock or additional securities shall have been converted or exchanged in connection with a recapitalization,
reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.
“Control”
and its correlative meanings, “Controlling” and “Controlled” shall mean the possession, direct or indirect (including
through one or more intermediaries), of the power to direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
“Demand Holder”
shall mean each of (i) the Brookfield Stockholder and (ii) each of the Brookfield Stockholder’s Transferees to whom the
Brookfield Stockholder has Transferred rights.
“Demand Notice”
shall have the meaning ascribed to it in Section 2.1(b).
“Demand Registration”
shall mean a registration of Shares pursuant to Section 2.1.
“Demand Rights”
shall have the meaning ascribed to it in Section 2.1(a).
“Determination Date”
shall have the meaning ascribed to it in Section 2.2(e).
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FINRA”
shall mean the Financial Industry Regulatory Authority or any successor regulatory authority.
“Holders”
shall mean the holders of Registrable Securities who are parties hereto (including, for the avoidance of doubt, Transferees of such Holders
that acquire Registrable Securities in accordance with Section 8.4 and execute an Adoption Agreement in accordance with Section 8.4).
“Information”
shall have the meaning ascribed to it in Section 4.1(h).
“Initial Notice”
shall have the meaning ascribed to it in Section 3.1.
“Inspectors”
shall have the meaning ascribed to it in Section 4.1(i).
“Investor Shelf
Holders” shall have the meaning ascribed to it in Section 2.2(c)(i).
“Lock-up Period”
shall have the meaning ascribed to it in Section 2.6(a).
2
“Marketed Underwritten
Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(i).
“Non-Marketed Shelf
Take-Down” shall have the meaning ascribed to it in Section 2.2(d).
“Opt-Out”
shall have the meaning ascribed to it in Section 4.3.
“Opting-Out Holder”
shall have the meaning ascribed to it in Section 4.3.
“Person”
shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation,
an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.
“Piggyback Notice”
shall have the meaning ascribed to it in Section 3.1(a).
“Piggyback Registration”
shall mean any registration pursuant to Section 3.1(a).
“Piggyback Seller”
shall have the meaning ascribed to it in Section 3.1(a).
“Prospectus”
shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the securities covered by such Registration Statement and, in each case, by all other
amendments and supplements to such prospectus, including post-effective amendments and, in each case, all material incorporated by reference
in such prospectus.
“Records”
shall have the meaning ascribed to it in Section 4.1(i).
“Registrable Securities”
shall mean, with respect to any Holder, at any time, the Shares held or beneficially owned by such Holder at such time or which such
Holder has the right to acquire pursuant to the exercise of any option, warrant or right or the conversion or exchange of any convertible
or exchangeable security held by such Holder at such time, regardless of whether then exercisable, convertible or exchangeable; provided,
however, that as to any Registrable Securities, such securities shall cease to be Registrable Securities (i) upon the sale
thereof pursuant to an effective registration statement, (ii) upon the sale thereof pursuant to Rule 144 or Rule 145 under
the Securities Act, (iii) when the Holder of such securities holds less than one percent (1%) of the then issued and outstanding
shares of Common Stock (determined as the aggregate number of Registrable Securities held by such Holder with all of its Affiliates)
and such securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without compliance
with the manner of sale, volume and other limitations under such rule, (iv) when such securities cease to be outstanding or (v) if
such securities shall have been otherwise transferred and new certificates or book-entries for them not bearing a legend restricting
transfer shall have been delivered by the Company and such securities may be publicly resold without registration under the Securities
Act.
“Registration Statement”
shall mean any Registration Statement of the Company which covers the Registrable Securities, including any preliminary Prospectus and
the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits thereto
and all material incorporated by reference in such Registration Statement.
3
“Requesting Holder”
shall mean the Holder exercising a Demand Right.
“Restricted Shelf
Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(iii).
“Rule 144”
shall mean Rule 144 under the Securities Act (or successor rule).
“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Selling Investors”
shall mean the Holders selling Registrable Securities pursuant to a Registration Statement under this Agreement.
“Selling Investors’
Counsel” shall have the meaning set forth in Section 4.1(b).
“Shares”
shall mean shares of Common Stock and shall also include any security of the Company issued in respect of or in exchange for such securities
of the Company, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation
or reorganization.
“Shelf Holder”
shall have the meaning ascribed to it in Section 2.2(b).
“Shelf Registration”
shall have the meaning ascribed to it in Section 2.2(a).
“Shelf Registration
Statement” shall have the meaning ascribed to it in Section 2.2(a).
“Shelf Take-Down”
shall have the meaning ascribed to it in Section 2.2(b).
“Short-Form Registration
Statement” shall mean a registration statement on Form S-3 or any similar short-form registration statement, as it may
be amended from time to time, or any similar successor form.
“Subsidiary”
shall mean each Person in which another Person owns or Controls, directly or indirectly, capital stock or other equity interests representing
more than 50% in voting power of the outstanding capital stock or other equity interests.
“Transfer”
shall mean any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation
or other encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance
of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all
or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein)
whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily
or involuntarily (including by operation of law).
“Transferee”
shall mean a Person acquiring Shares pursuant to a Transfer.
4
“Underwritten Offering”
shall mean a sale, on the Company’s or any Holder’s behalf, of Shares by the Company or a Holder to an underwriter for reoffering
to the public.
“Underwritten Shelf
Take-Down” shall have the meaning ascribed to it in Section 2.2(c).
“Underwritten Shelf
Take-Down Notice” shall have the meaning ascribed to it in Section 2.2(c).
“Well-Known Seasoned
Issuer” shall mean a “well-known seasoned issuer” as defined in Rule 405 (or successor rule) promulgated under
the Securities Act.
Article II
Demand
and Shelf Registration
Section 2.1 Right
to Demand; Demand Notices.
(a) Holders’
Demand for Registration. Subject to the provisions
of this Article II, at any time and from time to time, each Demand Holder shall have the right to request in writing that
the Company register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand
Holder or its Affiliates (a “Demand Right”). Notwithstanding the foregoing:
(i) the
Brookfield Stockholder and any Transferee that is an Affiliate of the Brookfield Stockholder shall have an unlimited number of Demand
Rights; provided, that, subject to Section 8.4, the Brookfield Stockholder may provide a Transferee that is not an
Affiliate of the Brookfield Stockholder with the following Demand Rights: (A) no Demand Rights if such Transferee acquires less
than 5% of the outstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding
Shares, (C) two Demand Rights if such Transferee acquires at least 15% but not more than 25% of the outstanding Shares and (D) three
Demand Rights if such Transferee acquires at least 25% of the outstanding Shares; and
(ii) a
Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its Affiliates
in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate,
$50.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Demand Holder;
provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company
shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 90 days
shall have elapsed from the date on which such previous registration became effective.
(b) Demand
Notices. All requests made pursuant to this Section 2.1
shall be made by providing written notice to the Company (each such written notice, a “Demand Notice”), which notice
shall (i) specify the aggregate number and class or classes of Registrable Securities proposed to be registered by the Demand Holder
(and its Affiliates) providing such Demand Notice (which may include a range or be specified in an aggregate dollar amount rather than
an aggregate number of shares) and (ii) state the intended methods of disposition in the offering (including whether or not such
offering shall be an Underwritten Offering).
5
(c) Demand
Filing. Subject to Section 2.3, promptly
(but in any event within two (2) Business Days) after receipt of any Demand Notice, the Company shall give written notice of the
Demand Notice to all other Holders of Registrable Securities and otherwise comply with Section 3.1 when and if required.
Subject to Section 2.3, the Company shall use reasonable best efforts to confidentially submit or file the registration statement
in respect of a Demand Notice as soon as practicable and, in any event, within 30 days after receiving a Demand Notice and shall use
reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing.
(d) Demand
Registration Form. Registrations under this Section 2.1
shall be on such appropriate registration form of the Commission that the Company is eligible to use (i) as reasonably requested
by the Requesting Holder (which form may include a confidential submission if permitted under applicable rules of the Commission)
and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition
specified in the Demand Notice.
(e) Demand
Withdrawal. A Requesting Holder may withdraw all or
any portion of its Registrable Securities from a Demand Registration by providing written notice to the Company at least five (5) Business
Days prior to the earliest of (i) effectiveness of the applicable Registration Statement, (ii) the filing of any Registration
Statement relating to such Demand Registration that includes a pricing range or (iii) the commencement of a roadshow relating to
the Registration Statement for such Demand Registration, and no such registration shall be counted for purposes of determining the number
of Demand Registrations to which such Requesting Holder is entitled pursuant to Section 2.1(a) if the Requesting Holder
withdraws all of its Registrable Securities from such Demand Registration.
Section 2.2 Shelf
Registration.
(a) Filing. Notwithstanding
anything contained in this Agreement to the contrary, (i) from and after such time as the Company shall have qualified for the use
of a Short-Form Registration Statement, upon the written request by the Brookfield Stockholder and any Transferee that is an Affiliate
of the Brookfield Stockholder, (A) subject to Section 2.3, promptly (but in any event within two (2) Business Days)
after receipt of any such written request, the Company shall give written notice to all other Holders of Registrable Securities and otherwise
comply with Section 3.1 and (B) the Company shall use its reasonable best efforts to file as soon as reasonably practicable
and in any event within 30 days with the Commission a Short-Form Registration Statement (a “Shelf Registration Statement”)
to register the sale of all or a portion of the Registrable Securities then outstanding on a delayed or continuous basis in accordance
with Rule 415 under the Securities Act (a “Shelf Registration”) and (ii) the Company shall use its reasonable
best efforts to cause to be declared effective the Shelf Registration Statement as promptly as practicable after such filing. In no event
shall the Company be required to file, and maintain effectiveness of, more than one Shelf Registration Statement at any one time pursuant
to this Section 2.2. For the avoidance of doubt, no request for the filing of a Shelf Registration Statement pursuant to
this Section 2.2(a) shall count as a Demand Registration for purposes of Section 2.1(a).
6
(b) Shelf
Take-Downs. Any Holder whose Registrable Securities
are included in an effective Shelf Registration Statement (a “Shelf Holder”) may initiate an offering or sale of all
or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.2
shall apply. Notwithstanding the foregoing:
(i) any
such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below;
provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down;
(ii) the
Brookfield Stockholder and any Transferee that is an Affiliate of the Brookfield Stockholder may initiate an unlimited number of Underwritten
Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4,
the Brookfield Stockholder may provide a Transferee that is not an Affiliate of the Brookfield Stockholder with the following Underwritten
Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee
acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block
trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding
Shares, (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below
if such Transferee acquires at least 15% but not more than 25% of the outstanding Shares and (D) such Transferee may initiate up
to three Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires
at least 25% of the outstanding Shares; and
(iii) in
the case of clause (ii) of this Section 2.2(b), (A) the Registrable Securities proposed to be sold by the initiating
Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $25.0 million (before deduction
of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder and
(B) if the Company has previously effected a Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2,
the Company shall not be required to effect an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2
until a period of 90 days shall have elapsed from the date of such prior Shelf Take-Down that was an Underwritten Offering.
(c) Underwritten
Shelf Take-Downs.
(i) Subject
to Section 2.2(b), if a Demand Holder that is a Shelf Holder (collectively, “Investor Shelf Holders”)
so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down
may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company
shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose
as soon as practicable. Such initiating Investor Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of
Registrable Securities of such Investor Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such
Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other
marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten
Shelf Take-Down requested by an Investor Shelf Holder shall be deemed to reduce the number of Demand Rights such Investor Shelf Holder
is entitled to under Section 2.1(a).
7
(ii) Promptly
upon delivery of an Underwritten Shelf Take-Down Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more
than three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly
deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders with Registrable Securities under such Shelf
Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include
in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are registered on such Shelf
Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such
Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein
at least two (2) Business Days after the written notice of Marketed Underwritten Shelf Take-Down has been delivered to such Holder.
(iii) Subject
to Section 2.2(b), if an Investor Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten
Shelf Take-Down (a “Restricted Shelf Take-Down”), the Investor Shelf Holder initiating such Restricted Shelf Take-Down
shall not be required to provide written notice of such Restricted Shelf Take-Down to the other Shelf Holders. Any Restricted Shelf Take-Down
shall be (x) deemed to reduce the number of Demand Rights the initiating Investor Shelf Holder is entitled to under Section 2.1(a),
(y) required to comply with a minimum size requirement equal to fifty percent (50%) of the minimum size requirements set forth in
Section 2.2(b) (unless the initiating Investor Shelf Holder requests the filing of a new Shelf Registration Statement
in order to effect such Restricted Shelf Take-Down and at such time the Company is not eligible to use an Automatic Shelf Registration
Statement, in which case the minimum size requirements set forth in Section 2.2(b) shall apply), and (z) subject
to the limits set forth in Section 2.2(b).
(iv) Notwithstanding
the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down
and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Investor Shelf
Holder initiating the Underwritten Shelf Take-Down.
(d) Non-Marketed
Shelf Take-Downs. If a Shelf Holder desires to effect
a Shelf Take-Down that does not constitute an Underwritten Shelf Take-Down (a “Non-Marketed Shelf Take-Down”), such
Shelf Holder shall so indicate in a written request delivered to the Company no later than two (2) Business Days prior to the expected
date of such Non-Marketed Shelf Take-Down (or such shorter period as the Company may agree), which request shall include (i) the
aggregate number and class or classes of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf Take-Down,
(ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including
the timing thereof) in connection with such Non-Marketed Shelf Take-Down, and, if necessary, the Company shall use its reasonable best
efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable.
8
(e) Filing
for Well-Known Seasoned Issuer. Upon the Company becoming
a Well-Known Seasoned Issuer, (x) the Company shall give written notice to all of the Holders as promptly as practicable but in
no event later than five (5) Business Days thereafter and such notice shall describe, in reasonable detail, the basis on which the
Company has become a Well-Known Seasoned Issuer, and (y) the Company shall, upon written request by the Brookfield Stockholder and
any Transferee that is an Affiliate of the Brookfield Stockholder, as promptly as practicable, but in no event later than 20 Business
Days after receiving such request, use its reasonable best efforts to register, under an Automatic Shelf Registration Statement, the
sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company agrees that if any Holder beneficially
owns any Registrable Securities three (3) years after the filing of the most recent Automatic Shelf Registration Statement in compliance
with this Section 2.2(e), the Company shall, upon written request by the Brookfield Stockholder and any Transferee that
is an Affiliate of the Brookfield Stockholder, if permitted under applicable rules of the Commission, file and cause to remain
effective a new Automatic Shelf Registration Statement that registers the sale of any Registrable Securities that remain outstanding
at such time. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as practicable
thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if the Company is no longer a Well-Known
Seasoned Issuer (the “Determination Date”), within two (2) Business Days after such Determination Date, the Company
shall (A) give written notice thereof to all of the Holders and (B) to the extent the Company continues to qualify for the
use of Form S-3 promulgated under the Securities Act or any successor form thereto, the Company shall, upon written request by the
Brookfield Stockholder and any Transferee that is an Affiliate of the Brookfield Stockholder, confidentially submit or file, if
necessary, a Short-Form Registration Statement (or a post-effective amendment converting the Automatic Shelf Registration Statement
to a Short-Form Registration Statement) covering all of the Registrable Securities, and the Company shall use its reasonable best
efforts to have such Short-Form Registration Statement declared effective as promptly as practicable after the date the Automatic
Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities.
(f) Continued
Effectiveness. The Company shall use its reasonable
best efforts to keep the Shelf Registration Statement filed pursuant to Section 2.2(a) or Section 2.2(e) hereof,
as applicable, continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable
by a Shelf Holder until the date as of which all Registrable Securities registered by such Shelf Registration Statement have been sold.
9
Section 2.3 Deferral
or Suspension of Registration. If (a) the Company receives a Demand Notice, a request to file a Shelf Registration Statement,
or a written request from a Shelf Holder for a Shelf Take-Down and the Board of Directors, in its good faith judgment, determines that
it would be materially adverse to the Company for such Registration Statement to be confidentially submitted, filed or declared effective
on or before the date such filing or effectiveness would otherwise be required hereunder, or for such Registration Statement or prospectus
included therein to be used to sell Shares or for such Shelf Take-Down to be effected, because such action would: (i) materially
interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) conflict
with any laws or regulations applicable to the Company in any material respect; (iii) based on the advice of the Company’s
outside counsel, require disclosure of material non-public information that the Company has a bona fide business purpose for preserving
as confidential; or (iv) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, or
(b) the Company is subject to any of its customary suspension or blackout periods, for all or part of such blackout period, or upon
issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement or the initiation of proceedings
with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, then the Company shall have
the right to defer such filing (but not the preparation), initial effectiveness or continued use of a Registration Statement and
the prospectus included therein for a period of not more than 60 days (or such longer period as the Requesting Holder or Shelf Holder,
as applicable, may determine). If the Company shall so postpone the filing or initial effectiveness of a Registration Statement with
respect to a Demand Notice and if the Requesting Holder within 30 days after receipt of the notice of postponement advises the Company
in writing that it has determined to withdraw such Demand Notice, then such Demand Registration shall be deemed to be withdrawn and shall
not be deemed to be an exercise of one of the Demand Rights to which such Requesting Holder is entitled under Section 2.1.
Unless consented to in writing by the Holders, the Company shall not use the deferral or suspension rights provided under this Section 2.3
(x) more than twice in any 12-month period (except that the Company shall be able to use this right more than twice in any 12-month
period if the Company is exercising such right during the 15-day period prior to the Company’s regularly scheduled quarterly earnings
announcement date and the total number of days of postponement in such 12-month period does not exceed 120 days) or (y) except as
contemplated in the parenthetical in (x) immediately above, in the aggregate for more than 90 days in any 12-month period. In the
event of any deferral or suspension pursuant to this Section 2.3, the Company shall (i) use its reasonable best efforts
to keep the Requesting Holder, if applicable, apprised of the estimated length of the anticipated delay; and (ii) notify the Requesting
Holder or Shelf Holders, as applicable, promptly upon termination of the deferral or suspension. After the expiration of the deferral
or suspension period and without any further request from the Requesting Holder or Shelf Holders, as applicable, to the extent such Requesting
Holder has not withdrawn the Demand Notice, if applicable, the Company shall as promptly as reasonably practicable prepare and confidentially
submit or file a Registration Statement or post-effective amendment or supplement to the applicable Registration Statement or document,
or confidentially submit or file any other required document, as applicable, so that, as thereafter delivered to purchasers of the Registrable
Securities included therein, the prospectus will not include a material misstatement or omission and will be effective and usable for
the sale of Registrable Securities.
Section 2.4 Effective
Registration Statement. A registration requested pursuant to this Article II shall not be deemed to have been effected:
(a) unless
a registration statement with respect thereto has been declared effective by the Commission and remains effective in compliance with
the provisions of the Securities Act and the laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable
Securities covered by such registration statement for not less than 180 days (or such shorter period as will terminate when all of such
Registrable Securities shall have been disposed of in accordance with such registration statement) or, if such registration statement
relates to an underwritten offering, such longer period as, in the opinion of counsel for the Company, a prospectus is required by law
to be delivered in connection with sales of Registrable Securities by an underwriter or dealer;
10
(b) if,
after it becomes effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission
or other governmental authority or court for any reason other than a violation of applicable law solely by any Selling Investor and has
not thereafter become effective; or
(c) if,
in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement applicable to the Company are
not satisfied or waived other than by reason of any breach or failure by any Selling Investor.
Section 2.5 Selection
of Underwriters; Cutback.
(a) Selection
of Underwriters. If a Requesting Holder intends to
offer and sell the Registrable Securities covered by its request under this Article II by means of an Underwritten Offering,
such Requesting Holder shall, in reasonable consultation with other participating Holders, select the managing underwriter or underwriters
to administer such offering, which managing underwriter or underwriters shall be firms of nationally recognized standing and shall be
reasonably acceptable to the Company. If an Investor Shelf Holder intends to offer and sell the Registrable Securities covered by its
request under this Article II by means of an Underwritten Shelf Take-Down, the participating Investor Shelf Holders shall
mutually select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall
be firms of nationally recognized standing and shall be reasonably acceptable to the Company. For the avoidance of doubt, nationally
recognized investment banks shall be deemed reasonably acceptable for purposes of this Section 2.5.
(b) Underwriter’s
Cutback. Notwithstanding any other provision of this
Article II or Section 3.1, if the managing underwriter or underwriters of an Underwritten Offering in connection
with a Demand Registration or a Shelf Registration advise the Company in their good faith opinion that the inclusion of all such Registrable
Securities proposed to be included in the Registration Statement or such Underwritten Offering would be reasonably likely to interfere
with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable Securities to be
offered thereby or in such Underwritten Offering, and no Holder has delivered a Piggyback Notice with respect to such Underwritten Offering,
then the number of Shares proposed to be included in such Registration Statement or Underwritten Offering shall be allocated among the
Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order:
(i) first,
the Registrable Securities of the class or classes proposed to be registered held by the Holder that initiated such Demand Registration,
Shelf Registration or Underwritten Offering and the Registrable Securities of the same class or classes (or exercisable for or convertible
into, at the Holder’s option, such class or classes) held by other Holders requested to be included in such Demand Registration,
Shelf Registration or Underwritten Offering (pro rata among the respective Holders of such Registrable Securities in proportion,
as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder
at the time of such Demand Registration, Shelf Registration or Underwritten Offering);
11
(ii) second,
all other securities of the same class or classes (or exercisable for or convertible into, at the holder’s option, such class
or classes) requested to be included in such Demand Registration, Shelf Registration or Underwritten Offering other than Shares to be
sold by the Company; and
(iii) third,
the Shares of the same class or classes to be sold by the Company.
No Registrable Securities excluded from the underwriting
by reason of the underwriter’s marketing limitation shall be included in such registration or offering. If the underwriter has
not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the
account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not
thereby be limited.
Section 2.6 Lock-up.
(a) If
requested by the managing underwriters in connection with any Underwritten Offering, each Holder (i) who beneficially owns 1% or
more of the outstanding Shares or (ii) who is a natural person and serving as a director or executive officer of the Company shall
agree to be bound by customary lock-up agreements providing that such Holder shall not, directly or indirectly, effect any Transfer (including
sales pursuant to Rule 144) of any such Shares without prior written consent from the underwriters managing such Underwritten Offering
during a period beginning on the date of launch of such Underwritten Offering and ending up to 90 days from and including the date of
pricing or such shorter period as reasonably requested by the underwriters managing such Underwritten Offering (the “Lock-Up
Period”); provided, that (A) the foregoing shall not apply to any Shares that are offered for sale as part of such
Underwritten Offering, (B) such Lock-Up Period shall be no longer than and on substantially the same terms as the lock-up period
applicable to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall not commence
unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period. Each such Holder agrees to execute
a customary lock-up agreement in favor of the underwriters to such effect. The provisions of this Section 2.6(a) will
no longer apply to a Holder if (x) such Holder ceases to hold any Shares or (y) except in the case of any Holder who is a current
director or executive officer of the Company, such Holder beneficially owns less than 1% of the outstanding Shares.
(b) Nothing
in Section 2.6(a) shall prevent: (i) any Holder that is a partnership, limited liability company or corporation
from (A) making a distribution of Shares to the partners, members or stockholders thereof or (B) Transferring Shares to an
Affiliate of such Holder; (ii) any Holder who is an individual from Transferring Shares to (A) an individual by will or the
laws of descent or distribution or by gift without consideration of any kind or (B) a trust or estate planning-related entity for
the sole benefit of such Holder or a lineal descendant or antecedent or spouse; (iii) any Holder from (A) pledging, hypothecating
or otherwise granting a security interest in Shares or securities convertible into or exchangeable for Shares to one or more lending
institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Shares
or such securities or (B) Transferring Shares pursuant to a final non-appealable order of a court or regulatory agency or (iv) any
Holder from Transferring Shares in a manner that was permitted under, but subject to the conditions described in, the lock-ups entered
into in connection with the Company’s initial public offering; provided, that, in the case of clauses (i), (ii), (iii) and
(iv), such Transfer is otherwise in compliance with applicable securities laws; provided, further, that, in the case of
clause (i), clause (ii) and, if applicable, clause (iv), each such Transferee agrees in writing to become subject to the
terms of this Agreement by executing an Adoption Agreement and agrees to be bound by the applicable underwriter lock-up.
12
(c) If
requested by the managing underwriters in connection with any Underwritten Offering, the Company shall use commercially reasonable efforts
to cause the executive officers and directors of the Company to execute any lock-up agreements in form and substance as agreed by the
selling stockholders in such Underwritten Offering.
Section 2.7 Participation
in Underwritten Offering; Information by Holder. No Holder may participate in an Underwritten Offering hereunder unless such Holder
(a) agrees to sell such Holder’s Shares on the basis provided in any underwriting arrangements, and in accordance with the
terms and provisions of this Agreement, including any lock-up arrangements, and (b) completes and executes all questionnaires, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements. In addition, the Holders shall
furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holders, as applicable,
as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance
referred to in this Article II. Nothing in this Section 2.7 shall be construed to create any additional rights
regarding the registration of Shares in any Person otherwise than as set forth herein. The Company will use its commercially reasonable
efforts to ensure that no underwriter shall require any Holder to make any representations or warranties to or agreements with the Company
or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method
of distribution, any representation required by law and any other customary representations, warranties and agreements and if, despite
the Company’s commercially reasonable efforts, an underwriter requires any Holder to make additional representations or warranties
to or agreements with such underwriter, such Holder may elect not to participate in such underwritten offering. Any liability of a Holder
to any underwriter or other person pursuant to any applicable underwriting agreement shall be limited to liability arising from breach
of its representations and warranties, shall be several, not joint and several, and shall be limited to the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities giving rise to liability.
13
Section 2.8 Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation
(i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock
exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter”
and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state
securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with
blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the
managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including
expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses,
all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries
(including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all
fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all
reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented
out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if
the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested
registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters
(other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities
or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters
so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company,
and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities
included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder,
any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses
for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne
by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not
all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in
such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with
the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold,
(y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities
and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne
by such Holder.
Article III
Piggyback
Registration
Section 3.1 Notices.
(a) If
the Company at any time proposes for any reason to register the sale of a class or classes of Shares under the Securities Act (other
than a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely to the
offer and sale to the Company’s directors or employees pursuant to any employee stock plan or other employee benefit plan or arrangement)
whether or not Shares are to be sold by the Company or otherwise, and whether or not in connection with any Demand Registration pursuant
to Section 2.1, any Shelf Registration pursuant to Section 2.2 or any other agreement (such registration, a “Piggyback
Registration”), the Company shall give to each Holder holding Registrable Securities eligible to participate in such Piggyback
Registration written notice of its intention to so register the Shares at least five (5) Business Days (or such shorter period as
reasonably practical) prior to the expected date of filing of such Registration Statement or amendment thereto in which the Company first
intends to identify the selling stockholders and the number of Registrable Securities to be sold (each such notice, an “Initial
Notice”). The Company shall, subject to the provisions of Section 3.2 and Section 3.3 below, use its
reasonable best efforts to include in such Piggyback Registration on the same terms and conditions as the securities otherwise being
sold, all Registrable Securities of the same class or classes as the Shares proposed to be registered (or exercisable for or convertible
into, at the Holder’s option, such class or classes) with respect to which the Company has received written requests from Holders
for inclusion therein within the time period specified by the Company in the applicable Initial Notice (each such Holder, a “Piggyback
Seller”), which time period shall be not less than three (3) Business Days after sending the applicable Initial Notice
(each such written request, a “Piggyback Notice”), which Piggyback Notice shall specify the number of Shares proposed
to be included in the Piggyback Registration.
14
(b) If
a Holder does not deliver a Piggyback Notice within the period specified in Section 3.1(a), such Holder shall be deemed to
have irrevocably waived any and all rights under this Article III with respect to such registration (but not with respect
to future registrations in accordance with this Article III). For the avoidance of doubt, no Piggyback Registration shall
count towards the number of Demand Registrations that a Demand Holder is entitled to make pursuant to Section 2.1 or Underwritten
Shelf Take-Downs that an Investor Shelf Holder is entitled to make pursuant to Section 2.2.
(c) No
registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon
request under Section 2.1 or Section 2.2 hereof, and no registration effected pursuant to this Section 3.1
shall be deemed to have been effected pursuant to Section 2.1 or Section 2.2 hereof. The Initial Notice, the
Piggyback Notice and the contents thereof shall be kept confidential until the public filing of the Registration Statement.
Section 3.2 Underwriter’s
Cutback. If the managing underwriter of an Underwritten Offering (including an offering pursuant to Section 2.1 or Section 2.2)
that includes a Piggyback Registration advises the Company that it is the managing underwriter’s good faith opinion that the inclusion
of all such Registrable Securities proposed to be included in the Registration Statement for such Underwritten Offering would be reasonably
likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable
Securities to be offered thereby, then the number of Shares proposed to be included in such Underwritten Offering shall be allocated
among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order:
(a) if
the Piggyback Registration referred to in Section 3.1 is initiated as an underwritten primary registration on behalf of the
Company, then, with respect to each class proposed to be registered:
(i) first,
the Shares held by the Company of the class or classes proposed to be registered that the Company proposes to sell, as applicable;
15
(ii) second,
all Registrable Securities of the same class or classes (or exercisable for or convertible into, at the Holder’s option, such class
or classes) held by Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of
such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included
in such registration) by each such Holder at the time of such Piggyback Registration; and
(iii) third,
all other securities of the same class or classes (or exercisable for or convertible into, at the holder’s option, such class or
classes) requested to be included in such Piggyback Registration.
(b) if
the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any Holder,
then, with respect to each class proposed to be registered:
(i) first,
the Registrable Securities of the class or classes proposed to be registered held by such Holder and the Registrable Securities of the
same class or classes (or exercisable for or convertible into, at the Holder’s option, such class or classes) held by other Holders
requested to be included in such Piggyback Registration (pro rata among the respective Holders of such Registrable Securities
in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each
such Holder at the time of such Piggyback Registration);
(ii) second,
all other securities of the same class or classes (or exercisable for or convertible into, at the holder’s option, such class or
classes) requested to be included in such Piggyback Registration other than Shares to be sold by the Company; and
(iii) third,
the Shares of the same class or classes to be sold by the Company.
(c) if
the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any holder of
Common Stock other than a Holder, then, with respect to each class proposed to be registered:
(i) first,
the securities of the class or classes proposed to be registered held by such holder;
(ii) second,
the Registrable Securities of the same class or classes (or exercisable for or convertible into, at the Holder’s option, such class
or classes) held by Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of
such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included
in such registration by each such Holder at the time of such Piggyback Registration);
(iii) third,
all other securities of the same class or classes (or exercisable for or convertible into, at the holder’s option, such class
or classes) requested to be included in such Piggyback Registration other than Shares to be sold by the Company; and
16
(iv) fourth,
the Shares of the same class or classes to be sold by the Company.
Section 3.3 Company
Control. Except for a Registration Statement being confidentially submitted or filed in connection with the exercise of a Demand
Right or a Shelf Registration, the Company may decline to confidentially submit or file a Registration Statement after an Initial Notice
has been given or after receipt by the Company of a Piggyback Notice, and the Company may withdraw a Registration Statement after filing
and after such Initial Notice or Piggyback Notice, but prior to the effectiveness of the Registration Statement, provided, that
(i) the Company shall promptly notify the Selling Investors in writing of any such action and (ii) nothing in this Section 3.3
shall prejudice the right of any Demand Holder to immediately request that such registration be effected as a registration under Section 2.1
or Section 2.2 to the extent permitted thereunder.
Section 3.4 Selection
of Underwriters. If the Company intends to offer and sell Shares by means of an Underwritten Offering (other than an offering pursuant
to Section 2.1 or Section 2.2), the Company shall select the managing underwriter or underwriters to administer
such Underwritten Offering, which managing underwriter or underwriters shall be firms of nationally recognized standing.
Section 3.5 Withdrawal
of Registration. Any Holder shall have the right to withdraw all or a part of its Piggyback Notice by giving written notice to the
Company of such withdrawal at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable Registration
Statement, (ii) the filing of any Registration Statement relating to such Piggyback Registration that includes a price range or
(iii) commencement of a roadshow relating to the Registration Statement for such Piggyback Registration.
Article IV
Registration
Procedures
Section 4.1 Registration
Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its reasonable
best efforts to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable:
(a) in
the case of Registrable Securities, use its reasonable best efforts to cause a Registration Statement that registers such Registrable
Securities to become and remain effective for a period of 180 days or, if earlier, until all of such Registrable Securities covered thereby
have been disposed of; provided, that, in the case of any registration of Registrable Securities on a Shelf Registration Statement
which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration
statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of such Registrable
Securities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, until the earlier of when (i) the Holders have sold all of such Registrable
Securities, (ii) all of such Registrable Securities have become eligible for immediate sale pursuant to Rule 144 under the
Securities Act by the Holder thereof without restriction by the manner of sale, volume and other limitations under such rule and
(iii) in the case of an Automatic Shelf Registration Statement, such Automatic Shelf Registration Statement has been effective for
three (3) years (provided that the Company’s obligations under this Section 4.1(a) shall be renewed with
respect to such Registrable Securities upon the filing of a new Automatic Shelf Registration Statement pursuant to Section 2.2(e));
17
(b) furnish
to each Selling Investor, at least three (3) Business Days before filing a Registration Statement, or such shorter period as reasonably
practical, copies of such Registration Statement or any amendments or supplements thereto, which documents shall be subject to the review,
comment and approval by one lead counsel (and any reasonably necessary local counsel) selected by the Holders who beneficially own a
majority of such Registrable Securities, which counsel (who may also be counsel to the Company), in each case, shall be subject to the
reasonable approval of each Demand Holder whose Registrable Securities are included in such registration, and who shall represent all
Selling Investors as a group (the “Selling Investors’ Counsel”) (it being understood that such five (5) Business
Day period need not apply to successive drafts of the same document proposed to be confidentially submitted or filed so long as such
successive drafts are supplied to the Selling Investors’ Counsel in advance of the proposed filing by a period of time that is
customary and reasonable under the circumstances);
(c) furnish
to each Selling Investor and each underwriter, if any, such number of copies of final conformed versions of the applicable registration
statement and of each amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference)
reasonably requested by such Selling Investor or underwriter in writing;
(d) in
the case of Registrable Securities, prepare and confidentially submit or file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the applicable prospectus or prospectus supplement, including any free
writing prospectus as defined in Rule 405 under the Securities Act, used in connection therewith as may be (i) reasonably requested
by any Holder (to the extent such request relates to information relating to such Holder), or (ii) necessary to keep such Registration
Statement effective for at least the period specified in Section 4.1(a) and to comply with the provisions of this Agreement
and the Securities Act with respect to the sale or other disposition of such Registrable Securities, and furnish to each Selling Investor
and to the managing underwriter(s), if any, within a reasonable period of time prior to the filing thereof a copy of any amendment or
supplement to such registration statement or prospectus; provided, however, that, with respect to each free writing prospectus
or other materials to be delivered to purchasers at the time of sale of the Registrable Securities, the Company shall (i) ensure
that no Registrable Securities are sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such
free writing prospectus or other materials without the prior written consent of the sellers of the Registrable Securities, which free
writing prospectus or other materials shall be subject to the review of counsel to such sellers and (ii) make all required filings
of all free writing prospectuses or other materials with the Commission as are required;
(e) notify
in writing each Holder promptly of the receipt by the Company of any notification with respect to (i) any comments by the Commission
with respect to such Registration Statement or any amendment or supplement thereto or any request by the Commission for the amending
or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order
suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation or threatening of
any proceeding for that purpose and (iii) the suspension of the qualification of such Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purposes and, in any such case as promptly as reasonably practicable thereafter,
prepare and confidentially submit or file an amendment or supplement to such registration statement or prospectus which will correct
such statement or omission or effect such compliance;
18
(f) use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such
Holders to consummate their disposition in such jurisdictions; provided, however, that the Company will not be required
to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction
where it would not otherwise be required to do so but for this Section 4.1(f);
(g) furnish
to each Selling Investor such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus and any
other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such
other documents as such Selling Investors or any underwriter may reasonably request in writing;
(h) notify
on a timely basis each Holder of such Registrable Securities at any time when a prospectus relating to such 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 such
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the
request of such Holder, as soon as practicable prepare and furnish to such Holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offeree of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then existing;
(i) make
available for inspection by the Selling Investors, the Selling Investors’ Counsel or any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Selling Investor or underwriter
(collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records,
the “Information”) requested by any such Inspector in connection with such Registration Statement and request that
the independent public accountants who have certified the Company’s financial statements make themselves available, at reasonable
times and for reasonable periods, to discuss the business of the Company. Any of the Information which the Company determines in good
faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless
(i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement,
(ii) the release of such Information is requested or required pursuant to a subpoena, order from a court of competent jurisdiction
or other interrogatory by a governmental entity or similar process; (iii) such Information has been made generally available to
the public; or (iv) such information is or becomes available to such Inspector on a non-confidential basis other than through the
breach of an obligation of confidentiality (contractual or otherwise). The Holder(s) of Registrable Securities agree that they will,
upon learning that disclosure of such Information is sought in a court of competent jurisdiction or by another governmental entity, give
notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of
the Information deemed confidential;
19
(j) in
the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a “comfort” letter in customary
form and at customary times and covering matters of the type customarily covered by such comfort letters from its independent certified
public accountants;
(k) in
the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a written and signed legal opinion or
opinions in customary form from its outside or in-house legal counsel dated as of the closing date of the Underwritten Offering;
(l) provide
a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Securities and deliver
to such transfer agent and registrar such customary forms, legal opinions from its outside or in-house legal counsel, agreements and
other documentation as such transfer agent and/or registrar so request;
(m) issue
to any underwriter to which any Selling Investors may sell Registrable Securities in such offering certificates evidencing such Registrable
Securities;
(n) upon
the request of any Holder of the Registrable Securities included in such registration, use reasonable best efforts to cause such Registrable
Securities to be listed on any national securities exchange on which any Shares are listed or, if the Shares are not listed on a national
securities exchange, use its reasonable best efforts to qualify such Registrable Securities for inclusion on such national securities
exchange as the Company shall designate;
(o) otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its
security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning
within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions
of Section 11(a) of the Securities Act;
(p) notify
the Holders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as promptly as reasonably
practicable after notice thereof is received by the Company when the applicable registration statement or any amendment thereto has been
confidentially submitted, filed or becomes effective and when the applicable prospectus or any amendment or supplement thereto has been
confidentially submitted or filed;
20
(q) use
its reasonable best efforts to prevent the entry of, and use its reasonable best efforts to obtain as promptly as reasonably practicable
the withdrawal of, any stop order with respect to the applicable registration statement or other order suspending the use of any preliminary
or final prospectus;
(r) promptly
incorporate in a prospectus supplement or post-effective amendment to the applicable registration statement such information as the lead
underwriter or underwriters, if any, and the Holders holding a majority of each class of Registrable Securities being sold agree (with
respect to the relevant class) should be included therein relating to the plan of distribution with respect to such class of Registrable
Securities; and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(s) cooperate
with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective
counsel in connection with any filings required to be made with FINRA;
(t) provide
a CUSIP number or numbers for all such shares, in each case not later than the effective date of the applicable registration statement;
(u) to
the extent reasonably requested by the lead or managing underwriters in connection with an Underwritten Offering (including an Underwritten
Offering pursuant to Section 2.1 or Section 2.2), send appropriate officers of the Company to attend any “road
shows” scheduled in connection with any such Underwritten Offering, with all out of pocket costs and expenses incurred by the Company
or such officers in connection with such attendance to be paid by the Company;
(v) enter
into such agreements (including an underwriting agreement in customary form) and take such other actions as the Selling Investor or Selling
Investors, as the case may be, owning at least a majority of the Registrable Securities covered by any applicable registration statement
shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification
and contribution to the effect and to the extent provided in Article V hereof; and
(w) subject
to all the other provisions of this Agreement, use its reasonable best efforts to take all other steps necessary to effect the registration,
marketing and sale of such Registrable Securities contemplated hereby.
Section 4.2 Certain
Rights.
(a) Company
Cooperation. If requested by any Holder in connection
with any transaction involving any Registrable Securities (including any sale or other transfer of such securities without registration
under the Securities Act, any margin loan with respect to such securities and any pledge of such securities), the Company agrees to provide
such Holder with customary and commercially reasonable assistance to facilitate such transaction or similar transaction, including, without
limitation, (i) such action as such Holder may reasonably request from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act and (ii) entering into an “issuer’s agreement” in connection with
any margin loan with respect to such securities in customary form.
21
(b) In-Kind
Distributions. If any Holder (and/or any of their Affiliates)
seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders,
the Company will, subject to any applicable lock-ups, work with the foregoing Persons to
facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s
obligations under the Securities Act.
Section 4.3 Participating
Holder. By written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its
right to participate in Underwritten Offerings and to be a Piggyback Seller and participate in a Piggyback Registration (an “Opt-Out”),
until such time as the written notice is rescinded in writing. During such time as an Opt-Out is in effect: (a) the Opting-Out Holder
shall not receive notices of any proposed Demand Registration, Shelf Take-Down or Piggyback Registration and (b) shall not be entitled
to participate in any such registration or offering.
Article V
Indemnification
Section 5.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Selling Investor, its
Affiliates and their respective officers, directors, managers, partners, members and representatives, and each of their respective successors
and assigns, against any losses, claims, damages, liabilities and expenses caused by any violation by the Company of the Securities Act
or the Exchange Act applicable to the Company and relating to action or inaction required of the Company in connection with the registration
contemplated by a Registration Statement or any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or any other disclosure document (including reports
and other documents filed under the Exchange Act and any document incorporated by reference therein) or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar
as the same was made in reliance on and in conformity with any information furnished in writing to the Company by such Selling Investor
expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement
thereto in reliance upon and in conformity with information furnished to the Company in writing by the Person asserting such loss, claim,
damage, liability or expense specifically for use therein. The Company will also indemnify underwriters, selling brokers, dealer managers
and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls
such Persons to the same extent as provided above with respect to the indemnification of the Selling Investor, if requested.
22
Section 5.2 Indemnification
by Selling Investors. Each Selling Investor agrees to indemnify and hold harmless, to the full extent permitted by law, the Company,
the Company’s Controlled Affiliates and their respective directors, managers, partners, members and representatives, and each of
their respective successors and assigns, and each Person who Controls the Company against any losses, claims, damages or liabilities
and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus,
or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent,
that such untrue statement or omission was made in reliance on and in conformity with any information furnished in writing by such Selling
Investor to the Company expressly for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior
to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense;
provided, that the obligation to indemnify shall be several, not joint and several, for each Selling Investor and in no event
shall the liability of any Selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such
Selling Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Section 5.3 Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within
30 days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure
to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all,
that it is prejudiced by reason of such delay or failure. Any Person entitled to indemnification hereunder shall have the right to select
and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying
party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (c) the indemnified party has reasonably
concluded, based on the advice of counsel, that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party or (d) in the reasonable judgment of any such Person, based upon
advice of counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which
case, if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).
If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement
made without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened action or claim 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 (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject
matter of such action, (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on
behalf of any indemnified party and (iii) does not commit any indemnified party to take, or hold back from taking, any action. No
indemnified party shall, without the written consent of the indemnifying party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution
may be sought hereunder, and no indemnifying party shall be liable for any settlement or compromise of, or consent to the entry of judgment
with respect to, any such action or claim effected without its consent, in each case which consent shall not be unreasonably withheld.
23
Section 5.4 Settlement
Offers. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification
is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within
20 Business Days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is
within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to
the terms hereof. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated
to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim
in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably satisfactory to the indemnifying
party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses
of one additional counsel.
Section 5.5 Other
Indemnification. Indemnification similar to that specified in this Article V (with appropriate modifications) shall be
given by the Company and each Selling Investor with respect to any required registration or other qualification of Registrable Securities
under federal or state law or regulation of governmental authority other than the Securities Act.
Section 5.6 Contribution.
If for any reason the indemnification provided for in Section 5.1 or Section 5.2 is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by Section 5.1 and Section 5.2, then (i) the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect
the relative benefits received by the Company, on the one hand, and such prospective sellers, on the other hand, from their sale of the
Registrable Securities, provided, that, no Selling Investor shall be required to contribute in an amount greater than the dollar
amount of the net proceeds received by such Selling Investor with respect to the sale of the Registrable Securities giving rise to such
indemnification obligation. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities,
or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or, except as provided in Section 5.3, defending any
such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations
in this Section 5.6 to contribute shall be several in proportion to the amount of Registrable Securities registered by them
and not joint.
24
Article VI
Exchange
Act Compliance
Section 6.1 Exchange
Act Compliance. So long as the Company (a) has registered a class of securities under Section 12 of the Exchange Act and
(b) files reports under Section 13 or Section 15 of the Exchange Act, then the Company shall take all actions reasonably
necessary to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time or any similar rules or
regulations adopted by the Commission, including, without limiting the generality of the foregoing, (i) making and keeping public
information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, (ii) filing
with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act and (iii) at
the request of any Holder if such Holder proposes to sell securities in compliance with Rule 144, forthwith furnish to such Holder,
as applicable, a written statement of compliance with the reporting requirements of the Commission as set forth in Rule 144 and
make available to such Holder such information as will enable the Holder to make sales pursuant to Rule 144.
Article VII
Termination
Section 7.1 Termination.
The registration rights hereunder shall cease to apply to any particular Registrable Security when: (a) such Shares shall have been
sold pursuant to an effective registration statement; (b) such Shares shall have been sold to the public pursuant to Rule 144
or Rule 145 under the Securities Act (or any successor provision); (c) such Shares shall have been otherwise transferred, new
certificates or book-entries for them not bearing a legend restricting further transfer shall have been delivered by the Company and
such securities may be publicly resold without registration under the Securities Act; (d) such Shares shall have ceased to be outstanding;
or (e) the Holder of such Registrable Security holds less than one percent (1%) of the then issued and outstanding Shares (determined
as the aggregate number of Registrable Securities held by such Holder with all of its Affiliates) and such Registrable Securities are
eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provisions) without compliance with the manner
of sale, volume and other limitations under such rule. The Company shall promptly upon the request of any Holder furnish to such Holder
evidence of the number of shares of Common Stock then outstanding.
Article VIII
Miscellaneous
Section 8.1 Severability.
If any provision of this Agreement is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision
could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction,
be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction.
25
Section 8.2 Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement and any action of any kind or any nature (whether at law or in equity, based
in contract or in tort or otherwise) that is in any way related to this Agreement or any of the transactions related hereto shall be
governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed
in that state without regard to the conflict of laws rules thereof. Each party to this Agreement (i) consents to submit to
the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom located in the State
of Delaware (or, only if the Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court sitting
in Wilmington, Delaware), (ii) waives any objection to the laying of venue of any action related to the transactions contemplated
by this Agreement brought in such court, (iii) waives and agrees not to plead or claim in any such court that any such action brought
in any such court has been brought in an inconvenient forum and (iv) agrees that service of process or of any other papers upon
such party by registered mail at the address to which notices are required to be sent to such party under Section 8.5 shall
be deemed good, proper and effective service upon such party. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 8.3 Other
Registration Rights. For so long as the Brookfield Stockholder and its Affiliates collectively beneficially own at least 20% of the
Shares, the Company shall not grant any shelf, demand, piggyback or incidental registration rights to any other Person without the prior
written consent of the Brookfield Stockholder. Thereafter, if the Company shall at any time hereafter provide to any holder of any securities
of the Company rights with respect to the registration of such securities under the Securities Act, such rights shall not be in conflict
with or adversely affect any of the rights provided to the Holders of Registrable Securities in, or conflict (in a manner that adversely
affects Holders of Registrable Securities) with any other provisions included in, this Agreement.
Section 8.4 Successors
and Assigns. Subject to this Section 8.4, this Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of each of the parties hereto, each of which, in the case of the Holders, shall agree to become subject to the
terms of this Agreement by executing an Adoption Agreement and be bound to the same extent as the parties hereto. The Company may not
assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Holders of a majority of the
Registrable Securities. Subject to Section 2.1(a) and Section 2.2(b), any Holder may, at its election and
at any time or from time to time, assign its rights and delegate its duties hereunder, in whole or in part, to any Transferee of such
Holder (each, an “Assignee”); provided, that no such assignment shall be binding upon or obligate the Company
to any such Assignee unless and until such Assignee delivers the Company an Adoption Agreement. If a Holder assigns its rights under
this Agreement in connection with the Transfer of less than all of its Registrable Securities, the Holder shall retain its rights under
this Agreement with respect to its remaining Registrable Securities. If a Holder assigns its rights under this Agreement in connection
with the Transfer of all of its Registrable Securities, the Holder shall have no further rights or obligations under this Agreement,
except under Article V hereof in respect of offerings in which such Holder participated or registrations in which Registrable
Securities held by such Holder were included. Any purported assignment that is not expressly permitted by this provision shall be null
and void ab initio.
26
Section 8.5 Notices.
All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if delivered in writing
in person, by electronic mail or facsimile or sent by nationally-recognized overnight courier or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or at such other address as may
hereafter be designated in writing by such party to the other parties. All such notices, requests, consents and other communications
shall be delivered as follows:
(a) if
to the Company to:
Csquare, Inc.
3100 Olympus Blvd., Suite 510
Coppell, TX 75019
Attention: Catherine Smith, Chief Legal Officer
E-mail:
with a copy, in each case, (which shall not constitute notice)
to:
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Brian M. Janson
E-mail:
Facsimile:
(b) if
to the Brookfield Stockholder:
c/o Brookfield Corporation
181 Bay Street, Suite 100
Toronto, Ontario M5J 2T3
Canada
Attention: Mark Murski; Keir Hunt
E-mail:
with a copy, in each case, (which shall not constitute notice)
to:
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Brian M. Janson
E-mail:
Facsimile:
27
(c) If to another Holder, to the address set
forth under such Holder’s name in Schedule I attached hereto.
All such notices, requests, consents and other
communications shall be deemed to have been received (i) in the case of personal delivery or delivery by facsimile or electronic
mail, on the date of such delivery, (ii) in the case of dispatch by nationally recognized overnight courier, on the next Business
Day following such dispatch and (iii) in the case of mailing, on the fifth (5th) Business Day after the posting thereof.
Section 8.6 Headings.
The headings contained in this Agreement are for the sole purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Agreement.
Section 8.7 Additional
Parties. Additional parties to this Agreement shall only include each Holder (a) who has executed an Adoption Agreement, in
the form attached hereto as Exhibit A, or (b) who (i) is bound by and subject to the terms of this Agreement and
(ii) has adopted this Agreement with the same force and effect as if it were originally a party hereto.
Section 8.8 Adjustments.
If, and as often as, there are any changes in the Shares or securities convertible into or exchangeable into or exercisable for Shares
as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange
or readjustment of shares, or any stock dividend or stock distribution, merger or other similar transaction affecting such Shares or
such securities, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges,
duties and obligations hereunder shall continue with respect to such Shares or such securities as so changed.
Section 8.9 Entire
Agreement. This Agreement and the other writings referred to herein constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such subject
matter.
Section 8.10 Counterparts;
Facsimile or .pdf Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute one and the same document. This Agreement may be executed by facsimile or .pdf
signature and a facsimile or .pdf signature shall constitute an original for all purposes.
Section 8.11 Amendment.
Other than with respect to amendments to Schedule I attached hereto, which may be amended by the Company from time to time
to reflect the Holders at such time, this Agreement may not be amended, modified or supplemented without the written consent of the Brookfield
Stockholder and any Transferee that is an Affiliate of the Brookfield Stockholder (as long as it owns Registrable Securities); provided,
however, that, with respect to a particular Holder or group of Holders, any such amendment, supplement, modification or waiver
that would materially and adversely disproportionately affect such Holder or group of Holders relative to other Holders shall not be
effective against such Holder or group of Holders unless approved in writing by such Holder or the Holders of a majority of the Registrable
Securities held by such group of Holders, as the case may be.
28
Section 8.12 Extensions;
Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party
under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in
any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such
party contained herein. Any extension or waiver pursuant to this Section 8.12 will be valid only if set forth in a writing
signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay
on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.
Section 8.13 Further
Assurances. Each of the parties hereto shall execute all such further instruments and documents and take all such further action
as the Company may reasonably require in order to effectuate the terms and purposes of this Agreement.
Section 8.14 No
Third-Party Beneficiaries. Except pursuant to Article V, this Agreement shall not confer any rights or remedies upon
any Person other than the parties hereto and their respective successors and permitted assigns and other Persons expressly named herein.
Section 8.15 Interpretation;
Construction. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring
or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer
to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the schedules,
exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular subdivision unless
expressly so limited. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules,
annexes and exhibits attached to this Agreement, except where otherwise stated. The parties intend that each representation, warranty,
and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect,
the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) that
the party has not breached will not detract from or mitigate the party’s breach of the first covenant.
29
Section 8.16 Changes
in Common Stock. If, and as often as, there are any changes in Common Stock by way of a dividend, distribution, stock split or combination,
reclassification, recapitalization, exchange or readjustment, whether in a merger, consolidation, conversion or similar transaction,
or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights,
privileges, duties and obligations hereunder shall continue with respect to Common Stock as so changed.
* * * *
30
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first above written.
THE COMPANY:
CSQUARE, INC.
By: /s/ Spencer Mullee
Name: Spencer Mullee
Title: Chief Executive Officer
[Signature Page to Registration Rights
Agreement]
THE HOLDERS:
DAWN TOPCO, L.P.
by its general partner, BIF III GP (CAYMAN) L.P.
by its general partner, BIF III GP BERMUDA LIMITED
By: /s/ James Bodi
Name: James Bodi
Title: Director
BROOKFIELD WEALTH SOLUTIONS LTD.
By: /s/ Seamus MacLoughlin
Name: Seamus MacLoughlin
Title: Secretary
[Signature Page to Registration Rights
Agreement]
EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement (“Adoption
Agreement”) is executed pursuant to the terms of the Registration Rights Agreement, dated as of [__], 2026, a copy of which
is attached hereto (as amended, the “Registration Rights Agreement”), by the undersigned (the “Undersigned”)
executing this Adoption Agreement. Capitalized terms used herein without definition are defined in the Registration Rights Agreement
and are used herein with the same meanings set forth therein. By the execution of this Adoption Agreement, the Undersigned agrees as
follows:
1. Acknowledgment.
The Undersigned acknowledges that the Undersigned is acquiring or has acquired certain Shares, subject to the terms and conditions of
the Registration Rights Agreement.
2. Agreement.
The Undersigned (i) agrees that the Shares acquired by the Undersigned, and certain other Shares and other securities of the Company
that may be acquired by the Undersigned in the future, shall be bound by and subject to the terms of the Registration Rights Agreement,
pursuant to the terms thereof, and (ii) hereby adopts the Registration Rights Agreement with the same force and effect as if the
undersigned were originally a party thereto.
3. Notice.
Any notice required as permitted by the Registration Rights Agreement shall be given to the Undersigned at the address listed beside
the Undersigned’s signature below.
[NAME OF HOLDER]
Address for Notices:
By:
[●]
Name:
[●]
Title:
Telephone:
[●]
Date:
Email:
[●]
SCHEDULE I
List of Holders
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm264837d22_ex10-2.htm · Sequence: 3
Exhibit 10.2
STOCKHOLDERS AGREEMENT
by and among
CSQUARE, INC.
and
THE OTHER PARTIES HERETO
Dated as of July 17, 2026
TABLE OF CONTENTS
Page
Article I INTRODUCTORY MATTERS
1
Section 1.1
Defined Terms
1
Section 1.2
Construction
4
Article II BOARD OF DIRECTORS
5
Section 2.1
Election of Directors
5
Article III INFORMATION
6
Section 3.1
Books and Records; Access
6
Section 3.2
Sharing of Information
7
Section 3.3
Confidential Information
7
Article IV OTHER RIGHTS
9
Section 4.1
Consent to Certain Actions
9
Article V GENERAL PROVISIONS
10
Section 5.1
Termination
10
Section 5.2
Notices
10
Section 5.3
Amendment; Waiver
11
Section 5.4
Further Assurances
12
Section 5.5
Assignment
12
Section 5.6
Third Parties
12
Section 5.7
Governing Law
12
Section 5.8
Jurisdiction; Waiver of Jury Trial
12
Section 5.9
Specific Performance
12
Section 5.10
Entire Agreement
13
Section 5.11
Severability
13
Section 5.12
Table of Contents, Headings and Captions
13
Section 5.13
Counterparts
13
Section 5.14
Effectiveness
13
Section 5.15
No Third Party Beneficiaries
13
Section 5.16
Changes in Company Group Equity Securities
13
Section 5.17
No Recourse
14
Section 5.18
Issuance of Additional Securities
14
Section 5.19
Aggregation
14
i
STOCKHOLDERS AGREEMENT
This Stockholders Agreement
(this “Agreement”) is entered into as of July 17, 2026 by and among Csquare, Inc., a Delaware corporation (the “Company”),
and each of the other parties identified on the signature pages hereto (the “Holders”).
RECITALS:
WHEREAS, in connection with,
and effective upon, the date of completion of the Company’s initial public offering (“IPO”) of shares of its
Common Stock (as defined below) (the “Closing Date”), the Company and the Holders wish to set forth their agreements
with respect to certain governance matters concerning the Company.
NOW, THEREFORE, in consideration
of the promises and of the mutual consents and obligations hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:
Article
I
INTRODUCTORY MATTERS
Section 1.1
Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used
herein with initial capital letters:
“Affiliate”
means, with respect to any Person, (a) any Person that, directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with, such Person, or (b) any Person who is a general partner, partner, managing director,
manager, officer, director or principal of the specified Person.
“Agreement”
means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance
with the terms hereof.
“beneficially own”
has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
“Board” means
the board of directors of the Company.
“Brookfield”
means entities managed or controlled by Brookfield Corporation or its Affiliates, including BIF III GP (Cayman) L.P. and Dawn Topco L.P.,
and the successors of any of the foregoing.
“Brookfield Board Nominee”
has the meaning set forth in Section 2.1(b).
“Business Day”
means a day other than a Saturday, Sunday, U.S. federal or New York State holiday, Canadian federal holiday, Ontario provincial holiday
or other day on which commercial banks in New York City or Toronto, Ontario are authorized or required by law to close.
“Bylaws”
means the Amended and Restated Bylaws of the Company, as the same may be amended and/or restated from time to time.
“Change of Control”
means the direct or indirect (x) merger, consolidation, refinancing or recapitalization as a result of which the holders of such Person’s
issued and outstanding capital stock (or equivalent Equity Securities) immediately before such transaction own or control less than 50%
of the voting power of the capital stock (or equivalent Equity Securities) of such Person or of the continuing or surviving entity immediately
after such transaction or (y) acquisition (in one or more transactions) by any Person or Persons acting together or constituting a “group”
under Section 13(d) of the Exchange Act together with any Affiliates thereof (other than equity holders of such Person as of the date
hereof and their respective Affiliates) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) or control, directly
or indirectly, of at least 50% of the total voting power of all classes of securities entitled to vote generally in the election of such
Person’s board of directors or similar governing body.
“Charter”
means the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended and/or restated from time to time.
“Closing Date”
has the meaning set forth in the Recitals.
“Common Stock”
means the common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such stock is
reclassified or reconstituted and any other common stock of the Company.
“Company”
has the meaning set forth in the Preamble.
“Company Confidential
Information” means any confidential and proprietary information, documents and materials of the Company and its Subsidiaries
and all of the foregoing’s respective analyses, models, securities positions, purchases, sales, investments, competitive strategies,
marketing plans, technology, activities, business, affairs or other transactions or matters, in each case that are provided by or on behalf
of the Company or any of its Subsidiaries.
“Company Group Equity
Linked Securities” means (x) any securities convertible into or exchangeable for, or any warrants or options or other rights
to acquire, any capital stock, voting securities or equity interests of the Company or any of its Subsidiaries, (y) any warrants
or options or other rights to acquire from the Company or any of its Subsidiaries, or any other obligation of the Company or any of its
Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any Company Group Equity Securities or (z) any
rights that are linked in any way to the price of any Equity Securities of, or to the value of or of any part of, or to any dividends
or distributions paid on any capital stock or other Equity Securities of, the Company or any of its Subsidiaries.
2
“Company Group Equity
Securities” means any Equity Securities issued by the Company or any of its Subsidiaries or Company Group Equity Linked Securities.
“control”
(including its correlative meanings, “controlled by” and “under common control with”) means possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities
or any partnership or other ownership interest, by contract or otherwise) of a Person.
“Director”
means any member of the Board.
“Equity Security”
has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act as in effect on the date hereof.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended
from time to time.
“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
“Holders”
has the meaning set forth in the Preamble.
“IPO” has
the meaning set forth in the Recitals.
“Law” means
any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, ordinance, code,
decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into
effect by or under the authority of any Governmental Authority and any order or decision of an applicable arbitrator or arbitration panel.
“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable
Law, or any Governmental Authority or any department, agency or political subdivision thereof.
“Representative”
means, with respect to any Person, the investors, financing sources, partners, employees, officers, directors, managers, consultants and
representatives of such Person.
“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which:
(a) if a corporation, a majority of the total voting power of shares of stock entitled to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof; or (b) if a limited liability company, partnership, association or other business entity,
a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association
or other business entity is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that
Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited
liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited
liability company, partnership, association or other business entity gains or losses or shall be or control the managing member, managing
director or other governing body or general partner of such limited liability company, partnership, association or other business entity.
3
“Total Number of Directors”
means the total number of directors constituting the Board, counting vacancies.
Section 1.2
Construction. Interpretation of this Agreement shall be governed by the following rules of construction. Unless the context
otherwise requires: (a) references to the terms Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs
and Exhibits to this Agreement unless otherwise specified; (b) the terms “hereof,” “herein,” “hereby,”
“hereto,” and derivative or similar words refer to this entire Agreement, including Exhibits hereto; (c) references to “$”
or “Dollars” shall mean United States dollars; (d) the words “include,” “includes,” “including”
and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified;
(e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic
form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) each of the Company
and Brookfield has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should
arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise
favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement; (j) a reference to any Person
includes such Person’s permitted successors and assigns; (k) references to “days” mean calendar days unless Business
Days are expressly specified; (l) the word “will” shall be construed to have the same meaning and effect as the word “shall”;
(m) the terms “party”, “party hereto”, “parties” and “parties hereto” shall mean a party
to this Agreement and the parties to this Agreement, as applicable, unless otherwise specified; (n) with respect to the determination
of any period of time, “from” means “from and including”; (o) any deadline or time period set forth in this Agreement
that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day; and (p) the
gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular
and plural. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein means such agreement, instrument
or statute as from time to time may be amended, supplemented, restated or modified, including (in the case of agreements or instruments)
by waiver or consent and (in the case of statutes) by succession of comparable successor statutes.
4
Article
II
BOARD OF DIRECTORS
Section 2.1
Election of Directors.
(a)
Brookfield shall have the right, but not the obligation, to nominate for election to the Board: (i) so long as Brookfield beneficially
owns 50% or more of the outstanding shares of Common Stock, a number of nominees equal to a majority of the Total Number of Directors
or (ii) if Brookfield beneficially owns less than 50% of the outstanding shares of Common Stock, a number of Directors comprising a percentage
of the Board in accordance with its beneficial ownership of Common Stock, for so long as Brookfield beneficially owns at least 5% of the
outstanding shares of Common Stock. No delay by Brookfield in nominating any Brookfield Board Nominee shall impair its right to subsequently
nominate its Brookfield Board Nominees. For purposes of calculating the number of Directors that Brookfield is entitled to nominate pursuant
to clause (ii), any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4)
Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the
Total Number of Directors.
(b)
In the event that Brookfield has nominated less than the total number of nominees that Brookfield is entitled to nominate for election
to the Board pursuant to Section 2.1(a), Brookfield shall have the right, at any time, to nominate for election to the Board such
additional nominees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporate actions,
to the fullest extent permitted by applicable Law, to (x) enable Brookfield to nominate for election to the Board and effect the
election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) effect
the election or appointment of such additional individuals nominated by Brookfield to fill such newly-created directorships or to fill
any other existing vacancies. Each such person whom Brookfield shall actually nominate pursuant to this Section 2.1 and who is
thereafter elected to the Board to serve as a Director shall be referred to herein as a “Brookfield Board Nominee”.
The Brookfield Board Nominees shall be entitled to the same notice and information rights as all other members of the Board (or similar
body) or its applicable Subsidiary or any member of the applicable committee thereof.
(c)
Vacancies. In the event that a vacancy is created at any time by the death, resignation, removal, disqualification or other
cause of any Brookfield Board Nominee, including the failure of any Brookfield Board Nominee to be elected, Brookfield shall have the
right to designate a replacement to fill such vacancy (but only if Brookfield would be entitled to nominate such designee pursuant to
Section 2.1(a) or Section 2.1(b), as applicable). The remaining Directors and the Company shall, to the fullest extent permitted
by applicable Law, take all actions necessary at any time and from time to time to cause the vacancy created thereby to be filled by the
individual so designated by Brookfield and to cause the Board to elect such designee to the Board as soon as possible.
5
(d)
Assurances. The Company agrees, to the fullest extent permitted by applicable Law, to include in the slate of nominees recommended
by the Board for election at any meeting of stockholders (and in any election by written consent) called for the purpose of electing directors
the persons nominated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director
as provided herein, and to use the same efforts to cause the election of such nominees as it uses to cause other nominees recommended
by the Board to be elected, including soliciting proxies or consents in favor thereof. The Company is entitled, solely for the purposes
set forth in this Section 2.1(d), to identify such individual as a Brookfield Board Nominee pursuant to this Agreement. The Company
and the Directors shall, to the fullest extent permitted by applicable Law, take all actions necessary at any time and from time to time
so that a Brookfield Board Nominee will not be removed from the Board without the approval of Brookfield, so long as Brookfield owns,
beneficially or of record, at least 5% of the outstanding shares of Common Stock.
(e)
Corporate Opportunities. The Charter (and equivalent organizational documents of each Subsidiary of the Company) shall at
all times include a waiver of any interest or expectancy of the Company or any such Subsidiary in, or in being offered an opportunity
to participate in, any business opportunity, and of any other “corporate opportunity” or similar restriction, in favor of
Brookfield and its Representatives to the fullest extent permitted by law, including pursuant to Section 122(17) of the Delaware General
Corporation Law.
(f)
The Company and the Directors shall, to the fullest extent permitted by applicable Law, take all actions necessary at any time
and from time to time to ensure that the Charter and Bylaws and the organizational documents of the Company’s Subsidiaries facilitate
and implement the terms and conditions of, and do not at any time conflict with any provision of, this Agreement.
Article
III
INFORMATION
Section 3.1
Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts,
in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its
Subsidiaries in accordance with generally accepted accounting principles. For so long as Brookfield beneficially owns 3% or more of the
outstanding shares of Common Stock, (A) the Company shall, and shall cause its Subsidiaries to, permit Brookfield and its designated Representatives,
at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books
and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such
Subsidiaries with the officers of the Company or any such Subsidiary and (B) upon the written request of Brookfield, the Company shall,
and shall cause its Subsidiaries to, provide Brookfield, in addition to other information that might be reasonably requested by Brookfield
from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Brookfield’s
systems into the Company’s general ledger and other systems in order to enable Brookfield to retrieve data on a “real-time”
basis, (iii) quarter-end reports, in a format to be prescribed by Brookfield, to be provided within 30 days after the end of each
quarter, (iv) copies of all materials provided to the Board (or committee of the Board) at the same time as provided to the Directors
(or members of a committee of the Board), (v) access to appropriate officers and directors of the Company and its Subsidiaries at
such times as may be requested by Brookfield, as the case may be, for consultation with Brookfield with respect to matters relating to
the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate
actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions
of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents
of any of its Subsidiaries, and to provide Brookfield with the right to consult with the Company and its Subsidiaries with respect to
such actions, (vii) flash data, in a format to be prescribed by Brookfield, to be provided within ten (10) days after the end of
each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information
packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to
this Section 3.1, the “Information”); provided, that Brookfield may waive, in its sole discretion, in
whole or in part, any right to receive all or any portion of the Information contemplated by this Section 3.1 at any time. The
Company agrees to consider, in good faith, the recommendations of Brookfield in connection with the matters on which the Company is consulted
as described above. Subject to Section 3.2, Brookfield (and any party receiving Information from Brookfield) shall maintain the
confidentiality of any Information received in accordance with Section 3.3, and the Company shall not be required to disclose any
privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement
pursuant to which it may provide such information to Brookfield without the loss of any such privilege.
6
Section 3.2
Sharing of Information. Individuals associated with Brookfield may from time to time serve on the Board or the equivalent
governing body of the Company’s Subsidiaries. The Company, on its behalf and on behalf of its Subsidiaries, recognizes that such
individuals (i) will from time to time receive non-public information concerning the Company and its Subsidiaries and (ii) may
(subject to the obligation to maintain the confidentiality of such information in accordance with Section 3.1) share such information
with other individuals associated with Brookfield. Such sharing will be for the dual purpose of facilitating support to such individuals
in their capacity as Directors (or members of the governing body of any Subsidiary) and enabling Brookfield, as an equityholder, to better
evaluate the Company’s performance and prospects. The Company, on behalf of itself and its Subsidiaries, hereby irrevocably consents
to such sharing.
Section 3.3
Confidential Information.
(a)
Confidentiality Obligations. Brookfield agrees that all Company Confidential Information is proprietary and confidential
to the Company. Brookfield (on behalf of itself and its Representatives) (Brookfield in such context, the “Receiving Party”)
agrees that it will not, during or after the term of this Agreement, whether through a Representative or otherwise, use Company Confidential
Information or disclose Company Confidential Information to any Person for any reason or purpose whatsoever, except:
(i)
to authorized Representatives and employees of the Company or its Subsidiaries and as otherwise is proper in the course of performing
the Receiving Party’s obligations hereunder or under any other agreement between such Receiving Party and the Company or its Subsidiaries,
or as a member of the board of directors of any of the foregoing for the purpose of discharging such member’s fiduciary or other
duties to the Company or its Subsidiaries, provided such member acts in good faith and in a manner such member reasonably believes to
be in the best interests of the Company or its Subsidiaries;
7
(ii)
as part of such Receiving Party’s bona fide reporting or review procedures, or in connection with such Receiving Party’s
bona fide fund raising or marketing (subject to the recipients thereof being bound by substantially similar confidentiality obligations
and use restrictions as set forth herein);
(iii)
in accordance with Section 3.2;
(iv)
to such Receiving Party’s general partners, managing directors, principals, Representatives, agents, auditors, attorneys
or other advisors on a “need to know” basis; provided, that the Receiving Party shall notify such Persons of the confidential
nature of such Company Confidential Information and its obligations hereunder and instruct such Persons to abide by the confidentiality
and use restrictions set forth herein applicable to such Persons (unless such Persons are otherwise already bound by a duty of confidentiality
to such Receiving Party);
(v)
to any bona fide prospective purchaser of the Receiving Party or assets of the Receiving Party or the Company Group Equity
Securities held by such Receiving Party, or bona fide prospective merger partner of such Receiving Party; provided, that
such bona fide prospective purchaser or bona fide prospective merger partner agrees to be bound by provisions substantially
similar to those set forth in this Section 3.3;
(vi)
in connection with the performance of any party’s obligations under this Agreement; or
(vii)
as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena,
summons or legal process, or by Law, rule or regulation (including as part of any governmental or regulatory investigation or review,
or to comply with the rules or regulations of the Securities and Exchange Commission); provided, that the Receiving Party required
to make such disclosure shall, to the extent legally permissible, provide to the Company prompt written notice of any such requirement
and shall cooperate with the Company in seeking a protective order or other appropriate remedy, to the extent applicable.
(b)
Compliance of Representatives. Brookfield shall, with respect to the Company Confidential Information, be liable to the
Company for breaches of the confidentiality and use restrictions set forth herein by Brookfield and its Representatives. Notwithstanding
the foregoing, no Person (including any investment fund managed by the Receiving Party or any portfolio company of any such investment
fund) shall be deemed to be a Representative of the Receiving Party for purposes of this Section 3.3 or have any obligation hereunder
unless such Person actually receives Company Confidential Information from, or on behalf of, the Receiving Party. Further, no portfolio
company of the Receiving Party shall be deemed to be a Representative hereunder for purposes of this Section 3.3 solely due to
the fact that one of the Receiving Party’s employees who has received or had access to Company Confidential Information serves as
an officer or member of the board of directors (or similar governing body) of such portfolio company; provided, that such employee
does not provide Company Confidential Information to the other directors, officers or employees of such portfolio company.
8
(c)
For purposes of this Section 3.3, “Company Confidential Information” shall not include, with respect to any
Person, information: (i) which such Person (or its Affiliates) can demonstrate was already in the possession of such Person (or its
Affiliates) prior to its receipt from the Company or any Subsidiary thereof lawfully and from a source not subject to any confidentiality
obligation to such Person, the Company, their respective Affiliates or the foregoing’s respective Representatives, (ii) which such
Person (or its Affiliates) can demonstrate was learned from sources other than the Company, its Affiliates or its Representatives and,
that to the knowledge of such Person (or its Affiliates), is not bound by any duty of confidentiality to any Person in respect of such
information, after such information was disclosed by the Company or its Subsidiaries, (iii) which is or becomes generally available
to the public or the participants in the industry in which the Company and its Subsidiaries participate, other than as a result of a disclosure
by such Person, any of its Affiliates or any of its or its Affiliates’ respective Representatives in violation hereof or (iv) which
is independently developed by such Person or its Affiliates without use, reliance upon or reference to Company Confidential Information.
Article
IV
OTHER RIGHTS
Section 4.1
Consent to Certain Actions.
(a)
Subject to the provisions of Section 4.1(b), without the prior written approval of Brookfield, the Company shall not, and
shall (to the extent applicable) cause each of its Subsidiaries not to, take any of the following actions (or agree or commit to any of
the following actions):
(i)
amend, modify or repeal (whether by merger, consolidation or otherwise) any provision of the Charter, the Bylaws or equivalent
organizational documents of the Company’s Subsidiaries in a manner that adversely affects Brookfield;
(ii)
issue additional equity interests of the Company or any of its Subsidiaries, other than (A) any award under any stockholder-approved
equity compensation plan, (B) any award under an equity compensation plan approved by a majority of the Brookfield Board Nominees, or
(C) any intra-company issuance among the Company and its wholly-owned Subsidiaries;
(iii)
other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any (A) acquisition by
the Company or any Subsidiary of the equity interests or assets of any Person, or of business, properties, assets or Persons, in any single
transaction in excess of $100.0 million or (B) disposition of assets or equity interests of the Company or any Subsidiary in any single
transaction in excess of $100.0 million;
(iv)
incur indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $100.0
million, except for (A) borrowings under a revolving credit facility that has previously been approved or is in existence on the Closing
Date, (B) borrowings under a series of variable funding notes that has previously been approved or is in existence on the Closing Date,
or (C) intercompany indebtedness;
9
(v)
merge or consolidate with or into any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially
all of the Company’s and its Subsidiaries’ assets, taken as a whole, to another entity, or enter into or agree to undertake
any transaction that would constitute a Change of Control (other than, in each case, transactions among the Company and its wholly-owned
Subsidiaries);
(vi)
undertake any liquidation, dissolution or winding up of the Company or any material Subsidiary of the Company;
(vii)
effect any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; or
(viii)
change the size of the Board.
(b)
The approval rights set forth in Section 4.1(a) shall terminate at such time as Brookfield no longer beneficially owns
at least 20% of the outstanding shares of Common Stock.
Article
V
GENERAL PROVISIONS
Section 5.1
Termination. Unless earlier terminated by the mutual agreement of all the parties hereto, this Agreement shall terminate
with respect to Brookfield upon such time it ceases to own any shares of Common Stock. Except as otherwise provided herein, if Brookfield
disposes of all of its shares of Common Stock, Brookfield shall cease to be a party to this Agreement and shall have no further rights
or obligations hereunder.
Section 5.2
Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by
electronic transmission, mailed by first-class mail or sent by reputable overnight courier service (charges prepaid) to the Company at
the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or
to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will
be deemed to have been given hereunder when delivered personally, sent by electronic transmission or upon actual delivery by reputable
overnight courier service (as indicated in such courier service’s records).
10
The Company’s address is:
Csquare, Inc.
3100 Olympus Blvd., Suite 510
Coppell, TX 75019
Attention: Catherine Smith, Chief Legal Officer
E-mail:
with a mandatory copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Brian M. Janson and Ravi Purohit
E-mail:
Brookfield’s address is:
c/o Brookfield Corporation
181 Bay Street, Suite 100
Toronto, Ontario M5J 2T3
Canada
Attention: Mark Murski and Keir Hunt
E-mail:
with a copy (not constituting notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Brian M. Janson and Ravi Purohit
E-mail:
Section 5.3
Amendment; Waiver. This Agreement may be amended, supplemented or otherwise modified, and any provision hereof may be waived,
from time to time by an instrument in writing signed by the Company and Brookfield. Upon obtaining any such consent, (x) any amendment,
modification, supplement or waiver of this Agreement may be implemented and reflected in writing executed solely by the Company and Brookfield
and (y) each other party to this Agreement shall be deemed a party to and bound by such amendment, modification, supplement or waiver.
Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. Any amendment, supplement
or modification to this Agreement and any waiver of any term hereof effected in accordance with this Section 5.3 shall be binding
on each party hereto and all of such party’s successors and permitted assigns, whether or not such successor or permitted assign
entered into or approved such amendment, supplement or modification. Consent or refusal to consent to any amendment, supplement, modification
or waiver may be given or withheld by a party in its sole discretion.
11
Section 5.4
Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed,
exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give
full effect to this Agreement and every provision hereof. To the fullest extent permitted by Law, the Company shall not directly or indirectly
take any action that is intended to, or would reasonably be expected to result in, Brookfield being deprived of the rights contemplated
by this Agreement.
Section 5.5
Assignment. This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors
and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any
attempted assignment, without such consents, will be null and void; provided, however, that Brookfield shall be entitled
to assign, in whole or in part, to any of its Affiliates without such prior written consent any of its rights hereunder.
Section 5.6
Third Parties. Except as provided for in Section 3.2 with respect to Brookfield, this Agreement does not create any
rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.
Section 5.7
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of laws thereof.
Section 5.8
Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim arising out of
or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of the Court of Chancery of the
State of Delaware or, if the Court of Chancery does not have subject matter jurisdiction over this matter, the Superior Court of the State
of Delaware (Complex Commercial Division), or if jurisdiction over the matter is vested exclusively in federal courts, the United States
District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such
judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts,
to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 5.2.
EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Section 5.9
Specific Performance. Each party to this Agreement acknowledges that a remedy at Law for any breach or attempted breach
of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive
and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible)
any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond
in order to obtain equitable relief). Each party to this Agreement further agrees not to raise as a defense or objection to the request
or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages or that there is
an adequate remedy at Law.
12
Section 5.10
Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter
hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or
thereof other than those expressly set forth herein and therein. Except as set forth in the first sentence of this Section 5.10,
this Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.
Section 5.11
Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or
in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be
affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (ii) as
to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent
permitted by Law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not
be affected thereby.
Section 5.12
Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement
are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any
provision hereof.
Section 5.13
Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).
Section 5.14
Effectiveness. This Agreement shall become effective upon the Closing Date.
Section 5.15
No Third Party Beneficiaries. Except as expressly provided in this Agreement, none of the provisions in this Agreement shall
be for the benefit of or enforceable by any Person other than the parties to this Agreement, their respective heirs, executors, administrators,
successors and assigns and, with respect to Section 5.17 only, Related Parties. The covenants and agreements contained herein shall
be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto.
Section 5.16
Changes in Company Group Equity Securities. If, and as often as, there are any changes in the Company Group Equity Securities
by way of a dividend, distribution, stock split or combination, reclassification, recapitalization, exchange or readjustment, whether
in a merger, consolidation, conversion or similar transaction, or by any other means, appropriate adjustment shall be made in the provisions
of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to
Company Group Equity Securities as so changed.
13
Section 5.17
No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or otherwise, and notwithstanding
the fact that any Holder may be a partnership, limited liability company, corporation or other entity, each party hereto covenants, agrees
and acknowledges that no recourse under this Agreement or any documents or instruments delivered by any Person pursuant hereto or otherwise
shall be had against Brookfield or any of its former, current or future direct or indirect equity holders, controlling Persons, stockholders,
directors, officers, employees, agents, Affiliates, members, financing sources, managers, general or limited partners or assignees (each
a “Related Party” and collectively, the “Related Parties”), in each case other than (subject, for
the avoidance of doubt, to the provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement,
whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related
Parties, as such, for any obligation or liability of any party hereto or any of its respective assignees under this Agreement or any documents
or instruments delivered by any Person pursuant hereto for any claim based on, in respect of or by reason of such obligations or liabilities
or their creation; provided, however, that nothing in this Section 5.17 shall relieve or otherwise limit the liability
of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents
or instruments.
Section 5.18
Issuance of Additional Securities. If additional Company Group Equity Securities are issued to Brookfield at any time during
the term of this Agreement, either directly or upon the exercise or exchange of securities or loans of the Company (or its Subsidiary,
as applicable) exercisable for or exchangeable into Company Group Equity Securities, such additional Company Group Equity Securities,
as a condition to their issuance, shall become subject to the terms and provisions of this Agreement.
Section 5.19
Aggregation. All Company Group Equity Securities beneficially owned by Brookfield and its Affiliates shall be aggregated
together, in each case for purposes of determining the rights or obligations of Brookfield, or the application of any restrictions to
Brookfield, under this Agreement, in each instance in which such right, obligation or restriction is determined in respect of or with
reference to any percentage interest or ownership of Company Group Equity Securities, including in connection with any right pursuant
to Article IV.
[Remainder of Page Intentionally Left Blank]
14
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
COMPANY
CSQUARE, INC.
By: /s/ Catherine Smith
Name:
Catherine Smith
Title:
Chief Legal Officer
[Signature Page to Stockholders
Agreement]
BROOKFIELD
DAWN TOPCO, L.P.
by its general partner, BIF III GP (CAYMAN) L.P.
by its general partner, BIF III GP BERMUDA LIMITED
By: /s/ James Bodi
Name: James Bodi
Title: Director
BROOKFIELD WEALTH SOLUTIONS LTD.
By: /s/ Seamus MacLoughlin
Name: Seamus MacLoughlin
Title: Secretary
[Signature Page to Stockholders
Agreement]