REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of March 16, 2017 (the Effective Date), by and among (i) BCPE Eagle Holdings, Inc., a Delaware corporation (the Company), (ii) each of the sponsors listed on the Schedule of Sponsors attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (the Sponsors), (iii) each of the executives listed on the Schedule of Executives attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (the Executives) and (iv) each Person listed on the Schedule of Other Investors attached hereto, as such schedule may be updated from time to time in accordance with the terms of this Agreement (collectively, the Other Investors). The Sponsors, the Executives and the Other Investors are collectively referred to as the Stockholders and each individually as a Stockholder. Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Section 1. Definitions. Unless otherwise defined elsewhere in this Agreement, capitalized terms contained herein have the meanings set forth below.
Acquired Shares has the meaning set forth in Section 9.
Affiliate of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of any holder of Registrable Securities. As used in this definition, control (including, with its correlative meanings, controlling, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). With respect to any Person who is an individual, Affiliates shall also include, without limitation, any member of such individuals Family Group.
Agreement has the meaning set forth in the preamble.
Applicable Approving Party means (i) if both the Bain Holders and the Whitney Holders are participating in the applicable offering, the Majority Bain Holders and the Majority Whitney Holders (except as contemplated by the following clause (ii)), (ii) if a Sponsor made a Liquidity IPO Request pursuant to the Stockholders Agreement, such Sponsor, (iii) if only one Sponsor is participating in the applicable offering, such participating Sponsor, or (iv) if neither the Whitney Holders nor the Bain Holders are participating in the applicable offering, the holders of a majority of the Registrable Securities participating in the applicable offering.
Automatic Shelf Registration Statement has the meaning set forth in Section 2(a).
Bain Holders means (i) Bain Capital Fund XI, L.P., BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., BCIP T Associates IV-B (US), L.P., Randolph Street Investment Partners, L.P. 2016 DIF, Squam Lake Investors XI, L.P., Bain & Company, Inc., Wayne DeVeydt and each of their affiliates and their Permitted Transferees that acquires Stockholder Shares and becomes a Stockholder under the Stockholders Agreement and (ii) any other Person advised, managed or sub-advised by Bain Capital Private Equity, LP that becomes a holder of Registrable Securities hereunder. Unless otherwise agreed by the Majority Bain Holders, any consent, approval, election or action taken or contemplated to be taken by the Bain Holders pursuant to this Agreement shall be taken by the Majority Bain Holders at such time.