REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [●], 2021, is by and between Clarios International Inc., a Delaware corporation (the Company), Brookfield Capital Partners V GP LLC, a Delaware limited liability company (Brookfield), CDPQ SMA (Carry Vehicle) LP, an Ontario limited partnership (CDPQ SMA), Panther Co-Invest Vehicle LP, an Ontario limited partnership (Panther Co-Invest) and Panther B-Class LP, an Ontario limited partnership (Panther B-Cass LP and, together with CDPQ SMA and Panther Co-Invest, CDPQ and, together with Brookfield, the Sponsor Group and each of Brookfield and CDPQ, a Sponsor). Each Sponsor and any other Person who may become a party hereto pursuant to Sections 8 or 12(c) are referred to individually as a Stockholder and generally as a Holder and collectively as the Stockholders and generally as the Holders.
WHEREAS, on the date hereof, the Company completed an initial public offering (the IPO) of shares of the Companys common stock, par value $0.01 per share (the Common Stock) pursuant to an underwriting agreement dated [●], 2021; and
WHEREAS, each Sponsor desires to have, and the Company desires to grant, certain registration and other rights with respect to the Registrable Securities following the IPO on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Stockholder Rights Agreement dated [●], 2021.
Adverse Disclosure means public disclosure of material non-public information that the Company has determined in good faith (after consultation with legal counsel): (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement or report would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or report; and (iii) the Company has a bona fide business purpose for not disclosing publicly.
Affiliate shall have the meaning specified in Rule 12b-2 under the Exchange Act.
Agreement shall have the meaning set forth in the Preamble.
Brookfield shall have the meaning set forth in the Preamble.
CDPQ shall have the meaning set forth in the Preamble.
Common Stock shall have the meaning set forth in the Preamble.
Company shall have the meaning set forth in the Preamble.