Exhibit 4.1

ACCELEVATION HOLDINGS CORP.

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of

              , 2026 among Accelevation Holdings Corp., a Delaware corporation (the “Company”), each of

the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the

“Sponsor Investors”), each Person who executes a Joinder as an “Other Investor” (collectively, the “Other

Investors”) and each of the executives who executes a Joinder as an “Executive” (collectively, the

“Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are

defined in Exhibit A attached hereto.

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 1Demand Registrations.

(a)Requests for Registration.  At any time and from time to time, the Sponsor

Investors may request registration under the Securities Act of all or any portion of their Registrable

Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on

Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any

such requested registration, a “Demand Registration”).  The Sponsor Investors may request that any

Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and

(if the Company is a WKSI at the time any such request is submitted to the Company or will become one

by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf

registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration

Statement”).  Each request for a Demand Registration must specify the approximate number or dollar

value of Registrable Securities requested to be registered by the requesting Holders and (if known) the

intended method of distribution.  The Sponsor Investors will be entitled to request an unlimited number of

Demand Registrations. The Company will pay all Expenses (as defined and described in Section 5),

whether or not any such registration is consummated.

(b)Notice to Other Holders.  Within four (4) Business Days after receipt of any such

request, the Company will give written notice of the Demand Registration to all other Holders and,

subject to the terms of Section 1(e), will include in such Demand Registration (and in all related

registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable

Securities with respect to which the Company has received written requests for inclusion therein within

ten (10) days after the receipt of the Company’s notice; provided that, with the written consent of the

Sponsor Investors, the Company may, or at the written request of the Sponsor Investors, the Company

shall, instead provide notice of the Demand Registration to all other Holders within three (3) Business

Days following the non-confidential filing of the registration statement with respect to the Demand

Registration so long as such registration statement is not an Automatic Shelf Registration Statement. 

(c)Form of Registrations.  All Long-Form Registrations will be underwritten

registrations unless otherwise approved by the Sponsor Investors. Demand Registrations will be Short-

Form Registrations whenever the Company is permitted to use any applicable short form unless otherwise

requested by the Sponsor Investors.

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(d)Shelf Registrations.

(i)For so long as a registration statement for a Shelf Registration (a “Shelf

Registration Statement”) is and remains effective, the Sponsor Investors will have the right at any

time or from time to time to elect to sell pursuant to an offering (including an underwritten

offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf

Registrable Securities”).  If the Sponsor Investors desire to sell Registrable Securities pursuant to

an underwritten offering, then the Sponsor Investors may deliver to the Company a written notice

(a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the

Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”).  As

promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf

Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other

Holders of Shelf Registrable Securities that have been identified as selling stockholders in such

Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which

such notice shall request that each such Holder specify, within seven (7) days after the

Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable

Securities such Holder desires to be disposed of in such Shelf Offering.  The Company, subject to

Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities

with respect to which the Company has received timely written requests for inclusion.  The

Company will, as expeditiously as possible (and in any event within fourteen (14) days after the

receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate

such Shelf Offering.

(ii)If the Sponsor Investors desire to engage in an underwritten block trade

or bought deal pursuant to a Shelf Registration Statement (either through filing an Automatic

Shelf Registration Statement or through a take-down from an already existing Shelf Registration

Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set

forth in Section 1(d)(i), the Sponsor Investors may notify the Company of the Underwritten Block

Trade not less than two (2) Business Days prior to the day such offering is first anticipated to

commence.  If requested by the Sponsor Investors, the Company will promptly notify other

Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential

Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one

(1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed

to by the Sponsor Investors), and the Company will as expeditiously as possible use its best

efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business

Days after the date it commences); provided further that, notwithstanding the provisions of

Section 1(d)(i), no Holder (other than Holders of Sponsor Investor Registrable Securities) will be

permitted to participate in an Underwritten Block Trade without the written consent of the

Sponsor Investors.  Any Potential Participant’s request to participate in an Underwritten Block

Trade shall be binding on the Potential Participant.

(iii)All determinations as to whether to complete any Shelf Offering and as

to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section

1(d) shall be determined by the Sponsor Investors, and the Company shall use its best efforts to

cause any Shelf Offering to occur in accordance with such determinations as promptly as

practicable.

(iv)The Company will, at the request of the Sponsor Investors, file any

prospectus supplement or any post-effective amendments and otherwise take any action necessary

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to include therein all disclosure and language deemed necessary or advisable by the Sponsor

Investors to effect such Shelf Offering.

(e)Priority on Demand Registrations and Shelf Offerings.  The Company will not

include in any Demand Registration any securities that are not Registrable Securities without the prior

written consent of the Sponsor Investors.  If a Demand Registration or a Shelf Offering is an underwritten

offering and the managing underwriters advise the Company in writing that in their opinion the number of

Registrable Securities and (if permitted hereunder) other securities requested to be included in such

offering exceeds the number of Registrable Securities and other securities (if any), which can be sold

therein without adversely affecting the marketability, proposed offering price, timing or method of

distribution of the offering, then the Company will include in such offering (prior to the inclusion of any

securities which are not Registrable Securities) the number of Registrable Securities requested to be

included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse

effect, pro rata among such Holders on the basis of the number of Registrable Securities owned by each

such Holder.

(f)Restrictions on Demand Registration and Shelf Offerings.

(i)The Company may postpone, for up to 60 days (or with the consent of

the Sponsor Investors, a longer period) from the date of the request (the “Suspension Period”), the

filing or the effectiveness of a registration statement for a Demand Registration or suspend the

use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of

the Shelf Registrable Securities) by providing written notice to the Holders if the following

conditions are met: (A) the Company determines that the offer or sale of Registrable Securities

would reasonably be expected to have a material adverse effect on any proposal or plan by the

Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in

the ordinary course of business) or any material merger, consolidation, tender offer,

recapitalization, reorganization, financing or other transaction involving the Company and (B)

upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement

would require disclosure of material non-public information not otherwise required to be

disclosed under applicable law, and either (x) the Company has a bona fide business purpose for

preserving the confidentiality of such transaction or (y) such transaction renders the Company

unable to comply with SEC requirements, in each case under circumstances that would make it

impractical or inadvisable to cause the registration statement (or such filings) to become effective

or to promptly amend or supplement the registration statement on a post effective basis, as

applicable.  The Company may delay or suspend the effectiveness of a Demand Registration or

Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve (12)-month

period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section

4(a)(vi)) unless additional delays or suspensions are approved by the Sponsor Investors.

(ii)In the case of an event that causes the Company to suspend the use of a

Shelf Registration Statement as set forth in Section 1(f)(i) above or pursuant to Section 4(a)(vi) (a

“Suspension Event”), the Company will give a notice to the Holders whose Registrable Securities

are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend

sales of the Registrable Securities and such notice must state generally the basis for the notice and

that such suspension will continue only for so long as the Suspension Event or its effect is

continuing.  Each Holder agrees not to effect any sales of its Registrable Securities pursuant to

such Shelf Registration Statement (or such filings) at any time after it has received a Suspension

Notice from the Company and prior to receipt of an End of Suspension Notice.  A Holder may

recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration

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Statement (or such filings) following further written notice to such effect (an “End of Suspension

Notice”) from the Company, which End of Suspension Notice will be given by the Company to

the Holders promptly following the conclusion of any Suspension Event (and in any event during

the permitted Suspension Period).

(g)Selection of Counsel and Underwriters.  The Sponsor Investors shall select each

of the legal counsel to the Company, the investment banker(s) and manager(s) to administer any

underwritten offering in connection with any Demand Registration or Shelf Offering.

(h)Other Registration Rights.  Except as provided in this Agreement, the Company

will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity

securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or

exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that,

with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the

Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as

an “Executive”  and Holder of “Executive Registrable Securities” hereunder.

(i)Revocation of Demand Notice or Shelf Offering Notice.  At any time prior to the

effective date of the registration statement relating to a Demand Registration or the “pricing” of any

offering relating to a Shelf Offering Notice, the Sponsor Investors who initiated such Demand

Registration or Shelf Offering may revoke or withdraw such notice of a Demand Registration or Shelf

Offering Notice on behalf of all Holders participating in such Demand Registration or Shelf Offering

without liability to such Holders (including, for the avoidance of doubt, the other Participating Sponsor

Investors), in each case by providing written notice to the Company.

(j)Confidentiality.  Each Holder agrees to treat as confidential the receipt of any

notice hereunder (including notice of a Demand Registration, a Shelf Offering Notice and a Suspension

Notice) and the information contained therein, and not to disclose or use the information contained in any

such notice (or the existence thereof) without the prior written consent of the Company until such time as

the information contained therein is or becomes available to the public generally (other than as a result of

disclosure by such Holder in breach of the terms of this Agreement).

Section 2Piggyback Registrations.

(a)Right to Piggyback.  Whenever the Company proposes to register any of its

equity securities under the Securities Act (including primary and secondary registrations, and other than

pursuant to an Excluded Registration) (a “Piggyback Registration”), the Company will give prompt

written notice (and in any event within three (3) Business Days after the public filing of the registration

statement relating to the Piggyback Registration) to all Holders of its intention to effect such Piggyback

Registration and, subject to the terms of Section 2(b) and Section 2(c), will include in such Piggyback

Registration (and in all related registrations or qualifications under blue sky laws and in any related

underwriting) all Registrable Securities with respect to which the Company has received written requests

for inclusion therein within ten (10) days after delivery of the Company’s notice; provided that the

Company shall not be required to provide such notice or include any Registrable Securities in such

registration if the Sponsor Investors elect not to include any Sponsor Investor Registrable Securities in

such registration, unless the Sponsor Investors otherwise consent in writing. Any Participating Sponsor

Investor may withdraw its request for inclusion at any time prior to executing the underwriting agreement,

or if none, prior to the applicable registration statement becoming effective.

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(b)Priority on Primary Registrations. Other than the securities the Company

proposes to register on its own behalf, the Company will not include in any Piggyback Registration any

securities that are not Registrable Securities without the prior written consent of the Sponsor Investors. If

a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the

managing underwriters advise the Company in writing that in their opinion the number of securities

requested to be included in such registration exceeds the number which can be sold in such offering

without adversely affecting the marketability, proposed offering price, timing or method of distribution of

the offering, the Company will include in such registration (i) first, the securities the Company proposes

to sell, (ii) second, the Registrable Securities requested to be included in such registration by any Holder

which, in the opinion of such underwriters, can be sold,  without any such adverse effect, pro rata among

such Holders on the basis of the number of Registrable Securities owned by each such Holder and (iii)

third, other securities requested to be included in such registration which, in the opinion of the

underwriters, can be sold without any such adverse effect.

(c)Priority on Secondary Registrations. Other than the securities the Company

proposes to register on its own behalf, the Company will not include in any Piggyback Registration any

securities that are not Registrable Securities without the prior written consent of the Sponsor Investors. If

a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s

equity securities (other than pursuant to Section 1 hereof), and the managing underwriters advise the

Company in writing that in their opinion the number of securities requested to be included in such

registration exceeds the number which can be sold in such offering without adversely affecting the

marketability, proposed offering price, timing or method of distribution of the offering, the Company will

include in such registration (i) first, the securities requested to be included therein by the Holders initially

requesting such registration which, in the opinion of the underwriters, can be sold without any such

adverse effect, (ii) second, the Registrable Securities requested to be included in such registration by any

other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro

rata among such Holders on the basis of the number of Registrable Securities owned by each such Holder

and (iii) third, other securities requested to be included in such registration which, in the opinion of the

underwriters, can be sold without any such adverse effect.

(d)Right to Terminate Registration. The Company will have the right to terminate or

withdraw any registration initiated by it under this Section 2, whether or not any holder of Registrable

Securities has elected to include securities in such registration. 

(e)Selection of Counsel and Underwriters. If any Piggyback Registration is an

underwritten offering, the Sponsor Investors shall select each of the legal counsel for the Company, the

investment bank(s) and manager(s) for the offering.

Section 3Stockholder Lock-Up Agreements and Company Holdback Agreement.

(a)Stockholder Lock-up Agreements. In connection with any underwritten Public

Offering, each Holder will enter into any lock-up, holdback or similar agreements requested by the

underwriter(s) managing such offering, in each case with such modifications and exceptions as may be

approved by the Sponsor Investors.  Without limiting the generality of the foregoing, each Holder hereby

agrees that in connection with the initial Public Offering and in connection with any Demand

Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i)

offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly

or indirectly, any equity securities of the Company (including equity securities of the Company that may

be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the

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SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or

exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have

the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that

transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other

Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in

cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the

intention to enter into any Sale Transaction, commencing on the earlier of (A) the date on which the

Company gives notice to the Holders that a preliminary prospectus for such underwritten Public Offering

has been circulated to potential investors or (B) the “pricing” of such offering, and continuing to the date

that is (x) 180 days following the date of the final prospectus for such underwritten Public Offering in the

case of the initial Public Offering or (y) 90 days following the date of the final prospectus in the case of

any other such underwritten Public Offering (each such period, or such shorter period as agreed to by the

managing underwriters, a “Holdback Period”), in each case with such modifications and exceptions as

may be approved by the Sponsor Investors.  The Company may impose stop-transfer instructions with

respect to any Securities or Other Securities subject to the restrictions set forth in this Section 3(a) until

the end of such Holdback Period.

(b)Company Holdback Agreement.  The Company (i) will not file any registration

statement for a Public Offering or cause any such registration statement to become effective, or effect any

public sale or distribution of its Securities or Other Securities during any Holdback Period (other than as

part of such underwritten Public Offering, or a registration on Form S-4 or Form S-8 or any successor or

similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or

exercise of any then outstanding Other Securities) and (ii) will cause each holder of Securities and Other

Securities (including each of its directors and executive officers) to agree not to effect any Sale

Transaction during any Holdback Period, except as part of such underwritten registration (if otherwise

permitted), unless approved in writing by the Sponsor Investors and the underwriters managing the Public

Offering and to enter into any lock-up, holdback or similar agreements requested by the underwriter(s)

managing such offering, in each case with such modifications and exceptions as may be approved by the

Sponsor Investors.

Section 4Registration Procedures.

(a)Company Obligations. Whenever the Holders have requested that any

Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, the

Company will use its best efforts to effect the registration and the sale of such Registrable Securities in

accordance with the intended method of disposition thereof, and pursuant thereto the Company will as

expeditiously as possible:

(i)prepare and file with (or submit confidentially to) the SEC a registration

statement, and all amendments and supplements thereto and related prospectuses, with respect to

such Registrable Securities and use its best efforts to cause such registration statement to become

effective, all in accordance with the Securities Act and all applicable rules and regulations

promulgated thereunder; provided, that before filing or confidentially submitting a registration

statement or prospectus or any amendments or supplements thereto, the Company will furnish to

the counsel selected by the Sponsor Investors covered by such registration statement copies of all

such documents proposed to be filed or submitted, which documents will be subject to the review

and comment of such counsel;

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(ii)notify each Holder of (A) the issuance by the SEC of any stop order

suspending the effectiveness of any registration statement or the initiation of any proceedings for

that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the

suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the

initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each

registration statement filed hereunder;

(iii)prepare and file with the SEC such amendments and supplements to such

registration statement and the prospectus used in connection therewith as may be necessary to

keep such registration statement effective for a period ending when all of the securities covered

by such registration statement have been disposed of in accordance with the intended methods of

distribution by the sellers thereof set forth in such registration statement (but not in any event

before the expiration of any longer period required under the Securities Act or, if such registration

statement relates to an underwritten Public Offering, such longer period as in the opinion of

counsel for the underwriters a prospectus is required by law to be delivered in connection with

sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the

Securities Act with respect to the disposition of all securities covered by such registration

statement during such period in accordance with the intended methods of disposition by the

sellers thereof set forth in such registration statement;

(iv)furnish, without charge, to each seller of Registrable Securities

thereunder and each underwriter, if any, such number of copies of such registration statement,

each amendment and supplement thereto, the prospectus included in such registration statement

(including each preliminary prospectus) (in each case including all exhibits and documents

incorporated by reference therein), each amendment and supplement thereto, each Free Writing

Prospectus and such other documents as such seller or underwriter, if any, may reasonably

request in order to facilitate the disposition of the Registrable Securities owned by such seller (the

Company hereby consenting to the use in accordance with all applicable laws of each such

registration statement, each such amendment and supplement thereto, and each such prospectus

(or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller

of Registrable Securities and the underwriters, if any, in connection with the offering and sale of

the Registrable Securities covered by such registration statement or prospectus);

(v)use its best efforts to register or qualify such Registrable Securities under

such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and

do any and all other acts and things which may be reasonably necessary or advisable to enable

such seller to consummate the disposition in such jurisdictions of the Registrable Securities

owned by such seller; provided, that the Company will not be required to (A) qualify generally to

do business in any jurisdiction where it would not otherwise be required to qualify but for this

subparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject

itself to taxation in any such jurisdiction;

(vi)notify in writing each seller of such Registrable Securities (A) promptly

after it receives notice thereof, of the date and time when such registration statement and each

post-effective amendment thereto has become effective or a prospectus or supplement to any

prospectus relating to a registration statement has been filed and when any registration or

qualification has become effective under a state securities or blue sky law or any exemption

thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for

the amendment or supplementing of such registration statement or prospectus or for additional

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information, (C) at any time when a prospectus relating thereto is required to be delivered under

the Securities Act, of the happening of any event or of any information or circumstances as a

result of which the prospectus included in such registration statement contains an untrue

statement of a material fact or omits any fact necessary to make the statements therein not

misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested

by the Sponsor Investors, the Company will use its best efforts to promptly prepare and file a

supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of

such Registrable Securities, such prospectus will not contain an untrue statement of a material

fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at

any time the representations and warranties of the Company in any underwriting agreement,

securities sale agreement, or other similar agreement, relating to the offering shall cease to be true

and correct;

(vii)(A) use best efforts to cause all such Registrable Securities to be listed on

each securities exchange on which similar securities issued by the Company are then listed and, if

not so listed, to be listed on a securities exchange and, without limiting the generality of the

foregoing, to arrange for at least two market makers to register as such with respect to such

Registrable Securities with FINRA, and (B) comply (and continue to comply) with the

requirements of any self-regulatory organization applicable to the Company, including without

limitation all corporate governance requirements;

(viii)use best efforts to provide a transfer agent and registrar for all such

Registrable Securities not later than the effective date of such registration statement;

(ix)enter into and perform such customary agreements (including, as

applicable, underwriting agreements in customary form) and take all such other actions as the

Sponsor Investors or the underwriters, if any, reasonably request in order to expedite or facilitate

the disposition of such Registrable Securities (including, without limitation, making available the

executive officers of the Company and participating in “road shows,” investor presentations,

marketing events and other selling efforts and effecting a stock or unit split or combination,

recapitalization or reorganization);

(x)make available for inspection by any seller of Registrable Securities, any

underwriter participating in any disposition or sale pursuant to such registration statement and

any attorney, accountant or other agent retained by any such seller or underwriter, all financial

and other records, pertinent corporate and business documents and properties of the Company as

will be necessary to enable them to exercise their due diligence responsibility, and cause the

Company’s officers, directors, employees, agents, representatives and independent accountants to

be available for due diligence discussions and supply all information reasonably requested by any

such seller, underwriter, attorney, accountant or agent in connection with such registration

statement and the disposition of such Registrable Securities pursuant thereto;

(xi)take all actions to ensure that any Free Writing Prospectus utilized in

connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder

complies in all material respects with the Securities Act, is filed in accordance with the Securities

Act to the extent required thereby, is retained in accordance with the Securities Act to the extent

required thereby and, when taken together with the related prospectus, prospectus supplement and

related documents, will not contain any untrue statement of a material fact or omit to state a

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material fact necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading;

(xii)otherwise use its best efforts to comply with all applicable rules and

regulations of the SEC, and make available to its security holders, as soon as reasonably

practicable, an earnings statement covering the period of at least twelve (12) months beginning

with the first day of the Company’s first full calendar quarter after the effective date of the

registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the

Securities Act and Rule 158 thereunder;

(xiii)permit any Holder which, in its sole and exclusive judgment, might be

deemed to be an underwriter or a controlling person of the Company, to participate in the

preparation of such registration or comparable statement and to allow such Holder to provide

language for insertion therein, in form and substance satisfactory to the Company, which in the

reasonable judgment of such Holder and its counsel should be included;

(xiv)use best efforts to (A) make Short-Form Registrations available for the

sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the

effectiveness of a registration statement, or the issuance of any order suspending or preventing

the use of any related prospectus or suspending the qualification of any Common Equity included

in such registration statement for sale in any jurisdiction, and in the event any such order is

issued, use best efforts to obtain promptly the withdrawal of such order;

(xv)use its reasonable best efforts to cause such Registrable Securities

covered by such registration statement to be registered with or approved by such other

governmental agencies or authorities as may be necessary to enable the sellers thereof to

consummate the disposition of such Registrable Securities;

(xvi)cooperate with the Holders covered by the registration statement and the

managing underwriter or agent, if any, to facilitate the timely preparation and delivery of

certificates (not bearing any restrictive legends) representing securities to be sold under the

registration statement, or the removal of any restrictive legends associated with any account at

which such securities are held, and enable such securities to be in such denominations and

registered in such names as the managing underwriter, or agent, if any, or such Holders may

request;

(xvii)if requested by any managing underwriter, include in any prospectus or

prospectus supplement updated financial or business information for the Company’s most recent

period or current quarterly period (including estimated results or ranges of results) if required for

purposes of marketing the offering in the view of the managing underwriter;

(xviii)take no direct or indirect action prohibited by Regulation M under the

Exchange Act; provided, however, that to the extent that any prohibition is applicable to the

Company, the Company will take such action as is necessary to make any such prohibition

inapplicable;

(xix)(A) cooperate with each Holder covered by the registration statement and

each underwriter or agent participating in the disposition of such Registrable Securities and their

respective counsel in connection with the preparation and filing of applications, notices,

registrations and responses to requests for additional information with FINRA, the New York

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Stock Exchange, Nasdaq or any other national securities exchange on which the shares of

Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations

of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;

(xx)in the case of any underwritten offering, use its best efforts to obtain, and

deliver to the underwriter(s), in the manner and to the extent provided for in the applicable

underwriting agreement, one or more cold comfort letters from the Company’s independent

public accountants in customary form and covering such matters of the type customarily covered

by cold comfort letters;

(xxi)use its best efforts to provide (A) a legal opinion of the Company’s

outside counsel, dated the effective date of such registration statement addressed to the Company,

(B) on the date that such Registrable Securities are delivered to the underwriters for sale in

connection with a Demand Registration or Shelf Offering, if such securities are being sold

through underwriters, or, if such securities are not being sold through underwriters, on the closing

date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel,

dated such date, in form and substance as customarily given to underwriters in an underwritten

public offering or, in the case of a non-underwritten offering, to the broker, placement agent or

other agent of the Holders assisting in the sale of the Registrable Securities, (2) one or more

“negative assurances letters” of the Company’s outside counsel, dated such date, in form and

substance as is customarily given to underwriters in an underwritten public offering or, in the case

of a non-underwritten offering, to the broker, placement agent or other agent of the Holders

assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if

any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or

other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary

certificates executed by authorized officers of the Company as may be requested by any Holder

or any underwriter of such Registrable Securities;

(xxii)if the Company files an Automatic Shelf Registration Statement covering

any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible

issuer (as defined in Rule 405 under the Securities Act)) during the period during which such

Automatic Shelf Registration Statement is required to remain effective;

(xxiii)if the Company does not pay the filing fee covering the Registrable

Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such

time or times as the Registrable Securities are to be sold;

(xxiv)if the Automatic Shelf Registration Statement has been outstanding for at

least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration

Statement covering the Registrable Securities, and, if at any time when the Company is required

to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts

to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form

S-1 and keep such registration statement effective during the period during which such

registration statement is required to be kept effective; and

(xxv)if requested by any Participating Sponsor Investor, cooperate with such

Participating Sponsor Investor and with the managing underwriter or agent, if any, on reasonable

notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such

amendments and supplements to such registration statement and the prospectus used in

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connection therewith as may be necessary to permit any such recipient Charitable Organization to

sell in the underwritten offering if it so elects.

(b)Officer Obligations. Each Holder that is an officer of the Company agrees that if

and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she will

participate fully in the sale process in a manner customary for persons in like positions and consistent

with his or her other duties with the Company, including the preparation of the registration statement and

the preparation and presentation of any road shows.

(c)Automatic Shelf Registration Statements. If the Company files any Automatic

Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders,

and the Sponsor Investors do not request that their Registrable Securities be included in such Shelf

Registration Statement, the Company agrees that, at the request of the Sponsor Investors, it will include in

such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order

to ensure that the Sponsor Investors may be added to such Shelf Registration Statement at a later time

through the filing of a prospectus supplement rather than a post-effective amendment.  If the Company

has filed any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities

other than the Holders, the Company shall, at the request of the Sponsor Investors, file any post-effective

amendments necessary to include therein all disclosure and language necessary to ensure that the holders

of Registrable Securities may be added to such Shelf Registration Statement.

(d)Additional Information. The Company may require each seller of Registrable

Securities as to which any registration is being effected to furnish the Company such information

regarding such seller and the distribution of such securities as the Company may from time to time

reasonably request in writing, as a condition to such seller’s participation in such registration.

(e)In-Kind Distributions. If any Sponsor Investor (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, reasonably

cooperate with and assist such stockholder, such equityholders and the Company’s transfer agent to

facilitate such in-kind distribution in the manner reasonably requested by such stockholder (including the

delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery

of customary legal opinions by counsel to the Company and the delivery of Company Equity without

restrictive legends, to the extent no longer applicable).

(f)Suspended Distributions.  Each Person participating in a registration hereunder

agrees that, upon receipt of any notice from the Company of the happening of any event of the kind

described in Section 4(a)(vi), such Person will immediately discontinue the disposition of its Registrable

Securities pursuant to the registration statement until such Person’s receipt of the copies of a

supplemented or amended prospectus as contemplated by Section 4(a)(vi), subject to the Company’s

compliance with its obligations under Section 4(a)(vi).

(g)Registrable Securities Transactions.  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

reasonable assistance to facilitate such 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

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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.

(h)Indemnity in Lieu of Medallion Guarantee. The Company shall, at the request of

any Sponsor Investor, enter into an indemnification agreement in customary form, in favor of the

Company’s transfer agent (or any successor transfer agent) in lieu of any requirement of any Sponsor

Investor or any of their respective Affiliates to provide a medallion guarantee in connection with any sale,

transfer or other disposition of any Registrable Securities by such Sponsor Investor or Affiliates.

(i)Other.  To the extent that any of the Participating Sponsor Investors is or may be

deemed to be an “underwriter” of Registrable Securities pursuant to any SEC comments or policies, the

Company agrees that (i) the indemnification and contribution provisions contained in Section 6 shall be

applicable to the benefit of such Participating Sponsor Investor in their role as an underwriter or deemed

underwriter in addition to their capacity as a Holder and (ii) such Participating Sponsor Investor shall be

entitled to conduct the due diligence which they would normally conduct in connection with an offering

of securities registered under the Securities Act, including without limitation receipt of customary

opinions and comfort letters addressed to such Participating Sponsor Investor.

Section 5Expenses.

Except as expressly provided herein, all out-of-pocket expenses incurred by the Company

or any Sponsor Investor in connection with the performance of or compliance with this Agreement and/or

in connection with any sale, transfers, distributions or other disposition of Registrable Securities by any

Sponsor Investor, including pursuant to a Demand Registration, Piggyback Registration or Shelf Offering,

whether or not the same shall become effective, shall be paid by the Company, including, without

limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings

required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance

with any securities or “blue sky” laws, (iii) all expenses associated with filings required to be made with

the SEC by any Sponsor Investors reporting a change in beneficial ownership, (iv) all printing,

duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses

of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository

Trust Company or other depositary and of printing prospectuses and Company Free Writing

Prospectuses), (v) all fees and disbursements of counsel for the Company and of all independent certified

public accountants of the Company (including the expenses of any special audit and cold comfort letters

required by or incident to such performance), (vi) Securities Act liability insurance or similar insurance if

the Company so desires or the underwriters so require in accordance with then-customary underwriting

practice, (vii) all fees and expenses incurred in connection with the listing of the Registrable Securities on

any securities exchange on which similar securities of the Company are then listed (or on which exchange

the Registrable Securities are proposed to be listed in the case of the initial Public Offering), (viii) all

applicable rating agency fees with respect to the Registrable Securities, (ix) all fees and disbursements of

legal counsel for the Company, (x) all reasonable fees and disbursements of one legal counsel for selling

Holders selected by the Sponsor Investors (which may be the same counsel as selected for the Company)

together with any necessary local counsel as may be required by the Sponsor Investors, (xi) any fees and

disbursements of underwriters customarily paid by issuers or sellers of securities, (xii) all fees and

expenses of any special experts or other Persons retained by the Company or the Sponsor Investors in

connection with any Registration, (xiii) all of the Company’s internal expenses (including all salaries and

expenses of its officers and employees performing legal or accounting duties) and (xiv) all expenses

related to the “road-show” for any underwritten offering, including all travel, meals and lodging.  All such

expenses are referred to herein as “Expenses.”  The Company shall not be required to pay, and each

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Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration

hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable

Securities sold for such Person’s account and all transfer taxes (if any) attributable to the sale of

Registrable Securities.

Section 6Indemnification and Contribution.

(a)By the Company.  The Company will indemnify and hold harmless, to the fullest

extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors

employees, agents, fiduciaries, stockholders, managers, partners, members, Affiliates, direct and indirect

equityholders, consultants and representatives, and any successors and assigns thereof, and each Person

who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against

all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or

proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses)

(collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the

following (each, a “Violation”) by the Company:  (i) any untrue or alleged untrue statement of material

fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing

Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or

communication (in this Section 6, collectively called an “application”) executed by or on behalf of the

Company or based upon written information furnished by or on behalf of the Company filed in any

jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or

securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein not misleading or (iii) any Violation or alleged

Violation by the Company of the Securities Act or any other similar federal or state securities laws or any

rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction

required of the Company in connection with any such registration, qualification or compliance.  In

addition, the Company will reimburse such Indemnified Party for any legal or any other expenses

reasonably incurred by them in connection with investigating or defending any such Losses. 

Notwithstanding the foregoing, the Company will not be liable in any such case to the extent that any

such Losses result from, arise out of, are based upon, or relate to an untrue statement, or omission, made

in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or

any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with,

written information prepared and furnished in writing to the Company by such Indemnified Party

expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration

statement or prospectus or any amendments or supplements thereto after the Company has furnished such

Indemnified Party with a sufficient number of copies of the same.  In connection with an underwritten

offering, the Company will indemnify such underwriters, their officers and directors, and each Person

who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided

above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the

underwriting agreement executed in connection with such underwritten offering. Such indemnity and

reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or

on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

(b)By Holders.  In connection with any registration statement in which a Holder is

participating, each such Holder will furnish to the Company in writing such information and affidavits as

the Company reasonably requests for use in connection with any such registration statement or prospectus

and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents

and representatives, and each Person who controls the Company (within the meaning of the Securities

Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree

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of a court of competent jurisdiction) any untrue statement of material fact contained in the registration

statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any

omission of a material fact required to be stated therein or necessary to make the statements therein not

misleading, but only to the extent that such untrue statement or omission is contained in any information

or affidavit so furnished in writing by such Holder expressly for use therein; provided that the obligation

to indemnify will be individual, not joint and several, for each Holder and will be limited to the net

amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such

registration statement.

(c)Claim Procedure.  Any Person entitled to indemnification hereunder will (i) give

prompt written notice to the indemnifying party of any claim with respect to which it seeks

indemnification (provided that the failure to give prompt notice will impair any Person’s right to

indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii)

unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified

and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume

the defense of such claim with counsel reasonably satisfactory to the indemnified party.  If such defense is

assumed, the indemnifying party will not be subject to any liability for any settlement made by the

indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or

delayed).  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, unless in the reasonable judgment of any indemnified

party a conflict of interest may exist between such indemnified party and any other of such indemnified

parties with respect to such claim. In such instance, the conflicted indemnified parties will have a right to

retain one separate counsel, chosen by the majority of the conflicted indemnified parties involved in the

indemnification and approved by the Sponsor Investors, at the expense of the indemnifying party.

(d)Contribution.  If the indemnification provided for in this Section 6 is held by a

court of competent jurisdiction to be unavailable to, or is insufficient to hold harmless, an indemnified

party or is otherwise unenforceable with respect to any Losses referred to herein, then such indemnifying

party will contribute to the amounts paid or payable by such indemnified party as a result of such Losses,

(i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one

hand and of the indemnified party on the other hand in connection with the statements or omissions which

resulted in such Losses as well as any other relevant equitable considerations or (ii) if the allocation

provided by clause (i) of this Section 6(d) is not permitted by applicable law, then in such proportion as is

appropriate to reflect not only such relative fault but also the relative benefit of the Company on the one

hand and of the sellers of Registrable Securities and any other sellers participating in the registration

statement on the other in connection with the statement or omissions which resulted in such Losses, as

well as any other relevant equitable considerations; provided that the maximum amount of liability in

respect of such contribution will be limited, in the case of each seller of Registrable Securities, to an

amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities

effected pursuant to such registration.  The relative fault of the indemnifying party and of the indemnified

party will be determined by reference to, among other things, whether the untrue (or, as applicable

alleged) untrue statement of a material fact or the omission to state a material fact relates to information

supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such statement or omission.  The

parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 6(d)

were to be determined by pro rata allocation or by any other method of allocation that does not take into

account such equitable considerations.  The amount paid or payable by an indemnified party as a result of

the Losses referred to herein will be deemed to include any legal or other expenses reasonably incurred by

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such indemnified party in connection with investigating or defending against any action or claim which is

the subject hereof.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) will be entitled to contribution from any Person who is not guilty of such fraudulent

misrepresentation.

(e)Release.  No indemnifying party will, except with the consent of the indemnified

party, consent to the entry of any judgment or enter into any settlement that does not include as an

unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from

all liability in respect to such claim or litigation.

(f)Non-exclusive Remedy; Survival.  The indemnification and contribution

provided for under this Agreement will be in addition to any other rights to indemnification or

contribution that any indemnified party may have pursuant to law or contract (and the Company and its

Subsidiaries shall be considered the indemnitors of first resort in all such circumstances to which this

Section 6 applies) and will remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling Person of such indemnified party

and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Section 7Cooperation with Underwritten Offerings.  No Person may participate in

any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on

the basis provided in any underwriting arrangements approved by the Person or Persons entitled

hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-

allotment or “green shoe” option requested by the underwriters; provided that no Holder will be required

to sell more than the number of Registrable Securities such Holder has requested to include in such

registration) and (ii) completes, executes and delivers all questionnaires, powers of attorney, stock

powers, custody agreements, indemnities, underwriting agreements and other documents and agreements

required under the terms of such underwriting arrangements or as may be reasonably requested by the

Company and the lead managing underwriter(s).  To the extent that any such agreement is entered into

pursuant to, and consistent with, Section 3, Section 4 and/or this Section 7, the respective rights and

obligations created under such agreement will supersede the respective rights and obligations of the

Holders, the Company and the underwriters created thereby with respect to such registration.

Section 8Joinder.  The Company may from time to time (with the prior written

consent of the Sponsor Investors) permit any Person who acquires Common Equity (or rights to acquire

Common Equity) to become a party to this Agreement and to be entitled to and be bound by all of the

rights and obligations as a Holder by obtaining an executed joinder to this Agreement from such Person in

the form of Exhibit B attached hereto (a “Joinder”).  Upon the execution and delivery of a Joinder by such

Person, the Common Equity held by such Person shall become the category of Registrable Securities (i.e.,

Sponsor Investor Registrable Securities, Other Investor Registrable Securities or Executive Registrable

Securities), and such Person shall be deemed the category of Holder (i.e., Sponsor Investor, Other

Investor or Executive), in each case as set forth on the signature page to such Joinder.

Section 9General Provisions.

(a)Amendments and Waivers.  Except as otherwise provided herein, the provisions

of this Agreement may be amended, modified or waived only with the prior written consent of the

Company and the Sponsor Investors who are then Holders; provided that no such amendment,

modification or waiver that would treat a specific Holder or group of Holders of Registrable Securities

(i.e., Sponsor Investors, Other Investors or Executives) in a manner materially and adversely different

-16-

than any other Holder or group of Holders will be effective against such Holder or group of Holders

without the consent of the holders of a majority of the Registrable Securities that are held by the group of

Holders that is materially and adversely affected thereby.  The failure or delay of any Person to enforce

any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and

will not affect the right of such Person thereafter to enforce each and every provision of this Agreement in

accordance with its terms.  A waiver or consent to or of any breach or default by any Person in the

performance by that Person of his, her or its obligations under this Agreement will not be deemed to be a

consent or waiver to or of any other breach or default in the performance by that Person of the same or

any other obligations of that Person under this Agreement.

(b)Remedies.  The parties to this Agreement will be entitled to enforce their rights

under this Agreement specifically (without posting a bond or other security), to recover damages caused

by reason of any breach of any provision of this Agreement and to exercise all other rights existing in

their favor.  The parties hereto agree and acknowledge that a breach of this Agreement would cause

irreparable harm and money damages would not be an adequate remedy for any such breach and that, in

addition to any other rights and remedies existing hereunder, any party will be entitled to specific

performance and/or other injunctive relief from any court of law or equity of competent jurisdiction

(without posting any bond or other security) in order to enforce or prevent violation of the provisions of

this Agreement.

(c)Severability.  Whenever possible, each provision of this Agreement will be

interpreted in such manner as to be effective and valid under applicable law, but if any provision of this

Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable

law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability will not

affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction

or in any other jurisdiction, but this Agreement will be reformed, construed and enforced in such

jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained

herein.

(d)Entire Agreement.  Except as otherwise provided herein, this Agreement contains

the complete agreement and understanding among the parties hereto with respect to the subject matter

hereof and supersedes and preempts any prior understandings, agreements or representations by or among

the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(e)Successors and Assigns.  Except as otherwise provided herein, this Agreement

will bind and inure to the benefit and be enforceable by the Company and its successors and permitted

assigns. Each of the Sponsor Investors may assign its rights hereunder to its Affiliates; provided, that such

purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to cause

such prospective transferee to execute and deliver to the Company a Joinder. Except as otherwise

provided herein, the rights under this Agreement are personal to the Holders and are not assignable

without the prior written consent of each of the Company and the Sponsor Investors. 

(f)Notices.  Any notice, demand or other communication to be given under or by

reason of the provisions of this Agreement will be in writing and will be deemed to have been given

(i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail if sent during

normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day

after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three

Business Days after it is mailed to the recipient by first class mail, return receipt requested.  Such notices,

demands and other communications will be sent to the Company at the address specified on the signature

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page hereto or any Joinder and to any holder, 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.  Any party may change such

party’s address for receipt of notice by giving prior written notice of the change to the sending party as

provided herein.  The Company’s address is:

Accelevation Holdings Corp.

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Attn:     Michael Rubiera

Email:   ****

With a copy to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attn:     Robert M. Hayward, P.C.

             Robert E. Goedert, P.C.

Email:  ****

             ****

or to such other address or to the attention of such other person as the recipient party has specified by

prior written notice to the sending party.

(g)Business Days.  If any time period for giving notice or taking action hereunder

expires on a day that is not a Business Day, the time period will automatically be extended to the Business

Day immediately following such Saturday, Sunday or legal holiday.

(h)Governing Law. The corporate law of the State of Delaware will govern all

issues and questions concerning the relative rights of the Company and its equityholders. All issues and

questions concerning the construction, validity, interpretation and enforcement of this Agreement and the

exhibits and schedules hereto will be governed by, and construed in accordance with, the laws of the State

of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of

the State of Delaware or any other jurisdiction) that would cause the application of the laws of any

jurisdiction other than the State of Delaware.

(i)MUTUAL WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED

FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS

AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH

PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR

PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE

MATTERS CONTEMPLATED HEREBY.

(j)CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  EACH OF

THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, FOR THE PURPOSES

OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY

RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. 

EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS,

SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S

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RESPECTIVE ADDRESS SET FORTH ABOVE WILL BE EFFECTIVE SERVICE OF PROCESS FOR

ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS

SUBMITTED TO JURISDICTION IN THIS PARAGRAPH.  EACH OF THE PARTIES HERETO

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF

VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY

RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND

HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND

AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT

OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN

INCONVENIENT FORUM.

(k)No Recourse.  Notwithstanding anything to the contrary in this Agreement, the

Company and each Holder agrees and acknowledges that no recourse under this Agreement or any

documents or instruments delivered in connection with this Agreement, will be had against any current or

future director, officer, employee, general or limited partner or member of any Holder or any Affiliate or

assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding,

or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged

that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any current

or future officer, agent or employee of any Holder or any current or future member of any Holder or any

current or future director, officer, employee, partner or member of any Holder or of any Affiliate or

assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or

instruments delivered in connection with this Agreement for any claim based on, in respect of or by

reason of such obligations or their creation.

(l)Descriptive Headings; Interpretation.  The descriptive headings of this

Agreement are inserted for convenience only and do not constitute a part of this Agreement.  The use of

the word “including” in this Agreement will be by way of example rather than by limitation.

(m)No Strict Construction.  The language used in this Agreement will be deemed to

be the language chosen by the parties hereto to express their mutual intent, and no rule of strict

construction will be applied against any party.

(n)Counterparts.  This Agreement may be executed in multiple counterparts, any

one of which need not contain the signature of more than one party, but all such counterparts taken

together will constitute one and the same agreement.

(o)Electronic Delivery.  This Agreement, the agreements referred to herein, and

each other agreement or instrument entered into in connection herewith or therewith or contemplated

hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means

of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile

machine or electronic mail will be treated in all manner and respects as an original agreement or

instrument and will be considered to have the same binding legal effect as if it were the original signed

version thereof delivered in person.  At the request of any party hereto or to any such agreement or

instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to all

other parties.  No party hereto or to any such agreement or instrument will raise the use of a facsimile

machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument

was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense

to the formation or enforceability of a contract and each such party forever waives any such defense.

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(p)Further Assurances.  In connection with this Agreement and the transactions

contemplated hereby, each Holder agrees to execute and deliver any additional documents and

instruments and perform any additional acts that may be necessary or appropriate to effectuate and

perform the provisions of this Agreement and the transactions contemplated hereby.

(q) Dividends, Recapitalizations, etc.  If at any time or from time to time there is any

change in the capital structure of the Company by way of a stock split, stock dividend, combination or

reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other

means, appropriate adjustment will be made in the provisions hereof so that the rights and privileges

granted hereby will continue.

(r)No Third-Party Beneficiaries. No term or provision of this Agreement is intended

to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any

right or cause of action hereunder, except as otherwise expressly provided herein.

(s)Current Public Information. At all times after the Company has filed a

registration statement with the SEC pursuant to the requirements of either the Securities Act or the

Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and the

Exchange Act and will take such further action as the Sponsor Investors may reasonably request, all to the

extent required to enable such Holders to sell Registrable Securities pursuant to Rule 144.

*     *     *     *     *

Signature Page to Registration Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement

as of the date first written above.

ACCELEVATION HOLDINGS CORP.
By:
Name:
Its:
SPONSOR INVESTORS:
ACCELEVATION PUBCO HOLDINGS LP
By:
Name:
Its:
ACCELEVATION INVESTMENT HOLDINGS LLC
By:
Name:
Its:

A-1

EXHIBIT A

DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below.

“Affiliate” of any Person means any other Person controlled by, controlling or under

common control with such Person and, in the case of an individual, also includes any member of such

individual’s Family Group; provided, that the Company and its Subsidiaries will 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”) will 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).

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” has the meaning set forth in Section 1(a).

“Business Day” means a day that is not a Saturday or Sunday or a day on which banks in

New York City are authorized or requested by law to close.

“Charitable Gifting Event” means any transfer by a Sponsor Investor, or any subsequent

transfer by such Holder’s members, partners or other employees, in connection with a bona fide gift to

any Charitable Organization on the date of, but prior to, the execution of the underwriting agreement

entered into in connection with any underwritten offering.

“Charitable Organization” means a charitable organization as described by Section

501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Common Equity” means (i) the Company’s Class A common stock, par value $0.0001

per share and (ii) shares of the Company’s Class A common stock issuable upon conversion or in

exchange for LLC Units of Accelevation Holdings LLC.  In the event of a Corporate Conversion,

Common Equity will thereafter mean the common stock issued upon conversion or in exchange for the

Company’s Common Equity.

“Company” has the meaning set forth in the preamble and shall include its successor(s).

“Demand Registration” has the meaning set forth in Section 1(a).

“End of Suspension Notice” has the meaning set forth in Section 1(f)(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to

time, or any successor federal law then in force, together with all rules and regulations promulgated

thereunder.

“Excluded Registration” means any registration (i) pursuant to a Demand Registration

(which is addressed in Section 1(a)), or (ii) in connection with registrations on Form S-4 or S-8

promulgated by the SEC or any successor or similar forms.

“Executives” has the meaning set forth in the recitals.

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“Executive Registrable Securities” means any Common Equity held by the management

employees of the Company who are listed as “Executives” on the signature page hereto or to a Joinder.

“Expenses” has the meaning set forth in Section 5.

“Family Group” means with respect to any individual, such individual’s current or former

spouse, their respective parents, descendants of such parents (whether natural or adopted) and the spouses

of such descendants, any trust, limited partnership, corporation or limited liability company established

solely for the benefit of such individual or such individual’s current or former spouse, their respective

parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405.

“Holdback Period” has the meaning set forth in Section 3(a).

“Holder” means a holder of Registrable Securities who is a party to this Agreement

(including by way of Joinder).

“Indemnified Parties” has the meaning set forth in Section 6(a).

“Joinder” has the meaning set forth in Section 8.

“Long-Form Registrations” has the meaning set forth in Section 1(a).

“Losses” has the meaning set forth in Section 6(a).

“Other Investors” has the meaning set forth in the preamble.

“Other Investor Registrable Securities” means (i) any Common Equity held (directly or

indirectly) by any Other Investors or any of their Affiliates, and (ii) any equity securities of the Company

or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of

dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or

other reorganization.

“Participating Sponsor Investors” means any Sponsor Investor(s) participating in the

request for a Demand Registration, Shelf Offering, Piggyback Registration or Underwritten Block Trade.

“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 and a

governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registration” has the meaning set forth in Section 2(a).

“Public Offering” means any sale or distribution by the Company, one of its Subsidiaries

and/or Holders to the public of Common Equity or other securities convertible into or exchangeable for

Common Equity pursuant to an offering registered under the Securities Act.

A-3

“Qualified Independent Underwriter” has the meaning set forth by FINRA in Section

5121(f)(12), or any successor provision thereto.

“Registrable Securities” means Sponsor Investor Registrable Securities, Other Investor

Registrable Securities and Executive Registrable Securities.  As to any particular Registrable Securities,

such securities will cease to be Registrable Securities when they have been (a) sold or distributed pursuant

to a Public Offering, (b) sold in compliance with Rule 144 following the consummation of the initial

Public Offering, (c) distributed to the direct or indirect partners or members of a Sponsor Investor or (d)

repurchased by the Company or a Subsidiary of the Company.  For purposes of this Agreement, a Person

will be deemed to be a holder of Registrable Securities, and the Registrable Securities will be deemed to

be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable

Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but

disregarding any restrictions or limitations upon the exercise of such right), whether or not such

acquisition has actually been effected, and such Person will be entitled to exercise the rights of a holder of

Registrable Securities hereunder (it being understood that a holder of Registrable Securities may only

request that Registrable Securities in the form of Common Equity be registered pursuant to this

Agreement).  Notwithstanding the foregoing, following the consummation of an initial Public Offering,

any Registrable Securities held by any Person (other than any Sponsor Investor or its Affiliates) that may

be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 will be

deemed not to be Registrable Securities.

“Rule 144”, “Rule 158”, “Rule 405”, “Rule 415”, “Rule 430B” and “Rule 462” mean, in

each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the

same will be amended from time to time, or any successor rule then in force.

“Sale of the Company” means any transaction or series of transactions pursuant to which

any Person(s) or a group of related Persons (other than any Sponsor Investor and/or its Affiliates) in the

aggregate acquires: (i)  Common Equity of the Company entitled to vote (other than voting rights

accruing only in the event of a default, breach, event of noncompliance or other contingency) to elect

directors with a majority of the voting power of the Company’s board of directors (whether by merger,

consolidation, reorganization, combination, sale or transfer of the Company’s Common Equity) or (ii) all

or substantially all of the Company’s and its Subsidiaries’ assets determined on a consolidated basis;

provided that a Public Offering will not constitute a Sale of the Company.

“Sale Transaction” has the meaning set forth in Section 3(a).

“SEC” means the United States Securities and Exchange Commission.

“Securities” has the meaning set forth in Section 3(a).

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any

successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Shelf Offering” has the meaning set forth in Section 1(d)(i).

“Shelf Offering Notice” has the meaning set forth in Section 1(d)(i).

“Shelf Registration” has the meaning set forth in Section 1(a).

“Shelf Registrable Securities” has the meaning set forth in Section 1(d)(i).

A-4

“Shelf Registration Statement” has the meaning set forth in Section 1(d).

“Short-Form Registrations” has the meaning set forth in Section 1(a).

“Sponsor Investors” has the meaning set forth in the recitals; provided that any decision

to be made under this Agreement by the Sponsor Investors shall be made by the holders of a majority of

all Sponsor Investor Registrable Securities

“Sponsor Investor Registrable Securities” means (i) any Common Equity held (directly or

indirectly) by any Sponsor Investor or any of its Affiliates, and (ii) any equity securities of the Company

or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of

dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or

other reorganization.

“Subsidiary” means, with respect to the Company, any corporation, limited liability

company, partnership, association or other business entity of which (i) if a corporation, a majority of the

total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to

vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly

or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination

thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority

of the limited liability company, partnership or other similar ownership interest thereof is at the time

owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company

or a combination thereof.  For purposes hereof, a Person or Persons will be deemed to have a majority

ownership interest in a limited liability company, partnership, association or other business entity if such

Person or Persons will be allocated a majority of limited liability company, partnership, association or

other business entity gains or losses or will be or control the managing director or general partner of such

limited liability company, partnership, association or other business entity.

“Suspension Event” has the meaning set forth in Section 1(f)(ii).

“Suspension Notice” has the meaning set forth in Section 1(f)(ii).

“Suspension Period” has the meaning set forth in Section 1(f)(i).

“Violation” has the meaning set forth in Section 6(a).

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.