Form 8-K

8-K — GMR Solutions Inc.

Accession: 0001104659-26-062932

Filed: 2026-05-18

Period: 2026-05-12

CIK: 0001898718

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614803d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2614803d1_ex1-1.htm)

EX-3.1 — EXHIBIT 3.1 (tm2614803d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2614803d1_ex3-2.htm)

EX-4.1 — EXHIBIT 4.1 (tm2614803d1_ex4-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2614803d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2614803d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2614803d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2614803d1_ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614803d1_8k.htm · Sequence: 1

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2026-05-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 12, 2026

GMR Solutions Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-43289

47-3615769

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4400 Hwy 121, Suite 700,

Lewisville, TX 75056

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (972) 459-4919

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol

Name of each

exchange

on which registered

Class A common stock, par value $0.0001 per share

GMRS

The New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial

public offering (the “IPO”) by GMR Solutions Inc. (the “Company”) of its Class A common stock, par value

$0.0001 per share (the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated May 12,

2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the

“Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-295169) (as

amended, the “Registration Statement”), the following agreements were entered into:

· the Underwriting Agreement, dated as of May 12,

2026, by and between the Company and J.P. Morgan Securities LLC as the representative of the underwriters named therein (the “Underwriting

Agreement”);

· the Amended and Restated Registration Rights

Agreement, dated as of May 12, 2026, by and among the Company and each of the other persons from time to time party thereto (the

“Registration Rights Agreement”);

· the Tax Receivable Agreement, dated as of May 14,

2026, by and among the Company and each of the other persons from time to time party thereto (the “Tax Receivable Agreement”);

· the Amended and Restated Stockholders’

Agreement, dated as of May 12, 2026, by and among the Company and the stockholders of the Company party thereto (the “Stockholders’

Agreement”);

· the Private Placement Investment Agreement, dated

as of May 12, 2026, by and among the Company, Pegasus Aggregator Holdco LLC, each of the Ares Investors (as defined therein) and

SIP V GMR Holdings II, L.P. (the “Private Placement Investment Agreement”); and

· the Exchange Agreement, dated as of May 12,

2026, by and between the Company and KKR Aggregator Holdco LLC (the “Exchange Agreement”).

The Underwriting Agreement,

the Registration Rights Agreement, the Tax Receivable Agreement, the Stockholders’ Agreement, the Private Placement Investment Agreement

and the Exchange Agreement are filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein

by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously

filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various

relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the

Prospectus.

Item 1.02 Termination of a Material Definitive Agreement.

The Company’s monitoring

agreement, dated as of April 28, 2015, with Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) was terminated

automatically in accordance with its terms upon the consummation of the IPO. In connection with such termination, the Company will pay

monitoring fees for the years 2024, 2025 and 2026 in the aggregate sum of approximately $31 million to the Manager.

Affiliates of the Manager

are controlling stockholders of the Company and have various relationships with the Company, and an affiliate of the Manager acted as

underwriter in connection with the IPO.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth

under Item 8.01 below is incorporated by reference in this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth

under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment of Directors; Director Compensation

Effective May 12, 2026,

each of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company (the “Board of Directors”).

The Board of Directors has determined that each of Ms. Reed and Mr. Wicks qualifies as “independent” in accordance

with the rules of the New York Stock Exchange. The Company’s Charter (as defined below) provides for a classified Board of

Directors. Ms. Reed will serve as a Class III director, and Mr. Wicks will serve as a Class I director. There are

no arrangements or understandings between each of Ms. Reed and Mr. Wicks and any other person pursuant to which she or he, as

applicable, was appointed as a director of the Company.

Mr. Wicks will also serve on the Audit Committee

of the Board of Directors.

In connection with their

appointment to the Board of Directors, on May 13, 2026, the Company granted to each of Mr. Wicks and Ms. Reed an award

of 12,334 restricted stock units (“RSUs”) under the 2026 Equity Incentive Plan (as defined below), which RSUs will vest on

the first anniversary of the IPO (or, if earlier, upon the occurrence of a Change in Control (as defined in the 2026 Equity Incentive

Plan) or a termination due to death or Disability (as defined in the 2026 Equity Incentive Plan)).

For further information about

the Board of Directors, including their bios, committee composition and other information required under Item 404(a) of Regulation

S-K, see “Management” in the Prospectus.

GMR Solutions Inc. 2026 Equity Incentive Plan

Effective May 12, 2026,

the Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Equity Incentive

Plan (the “2026 Equity Incentive Plan”) in the form previously filed as Exhibit 4.4 to the Company’s Registration

Statement on Form S-8 filed with the Securities and Exchange Commission on May 13, 2026 (the “Form S-8”). For

further information regarding the 2026 Equity Incentive Plan, see “Executive Compensation — Equity Compensation Plans —

2026 Equity Incentive Plan” in the Prospectus.

A copy of the 2026 Equity

Incentive Plan is incorporated by reference (i) as Exhibit 10.5 and (ii) in this Item 5.02. The above description of the

2026 Equity Incentive Plan is not complete and is qualified in its entirety by reference to such exhibit.

GMR Solutions Inc. 2026 Employee Stock Purchase Plan

Effective May 12, 2026,

the Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Employee Stock Purchase

Plan. (the “ESPP”) in the form previously filed as Exhibit 4.5 to the Company’s Form S-8. For further information

regarding the ESPP, see “Executive Compensation — Equity Compensation Plans — 2026 Employee Stock Purchase Plan”

in the Prospectus.

A copy of the ESPP is incorporated

by reference (i) as Exhibit 10.6 and (ii) in this Item 5.02. The above description of the ESPP is not complete and is qualified

in its entirety by reference to such exhibit.

Grant of Equity Awards

In connection with the IPO,

pursuant to the 2026 Equity Incentive Plan, the Company made grants of time-based vesting options (“Options”) and time-based

vesting RSUs on May 13, 2026 to its named executive officers as follows: (i) Nick Loporcaro, the Company’s President and

Chief Executive Officer, received 1,355,422 Options with a per-share exercise price of $15.00 and 600,000 RSUs; (ii) Brian Tierney,

the Company’s Chief Financial Officer, received 271,085 Options with a per-share exercise price of $15.00 and 120,000 RSUs; (iii) Edward

Van Horne, the Company’s Chief Operating Officer, received 271,085 Options with a per-share exercise price of $15.00 and 120,000

RSUs; (iv) Thomas Cook, the Company’s Executive Vice President, General Counsel and Secretary, received 169,428 Options with

a per-share exercise price of $15.00 and 75,000 RSUs; and (iii) Lisa Jacoba, the Company’s Chief Human Resources Officer, received

112,952 Options with a per-share exercise price of $15.00 and 50,000 RSUs. The Options and RSUs will vest in three substantially equal

installments on each of the first three anniversaries of May 12, 2026, subject to the named executive officer’s continued employment

through the applicable vesting date; provided, however, that, upon any termination (i) by us without Cause (as defined in the 2026

Equity Incentive Plan) or (ii) by the named executive officer with Good Reason (as defined in the 2026 Equity Incentive Plan), in

either case, within the 6-month period prior to, or within the 24-month period following a Change in Control (as defined in the 2026 Equity

Incentive Plan), all then-unvested Options and RSUs will fully vest. In addition, upon any termination by reason of a named executive

officer’s death or Disability (as defined in the 2026 Equity Incentive Plan) at any time, all then-unvested Options and RSUs will

fully vest.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2026, the

Company’s Amended and Restated Certificate of Incorporation (the “Charter”), substantially in the form previously filed

as Exhibit 3.1 to the Registration Statement, and the Company’s Second Amended and Restated Bylaws (the “Bylaws”),

substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. The Charter, among other

things, provides that the Company’s authorized capital stock consists of 1,200,000,000 shares of Class A Common Stock, 300,000,000

shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and 250,000,000 shares

of preferred stock. A description of the material terms of the Company’s capital stock, after giving effect to the adoption of the

Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith

as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

Completion of the IPO

On May 14, 2026,

the Company completed the IPO of 31,914,893 shares of Class A Common Stock for net cash consideration of $14.25 per share (net

of underwriting discounts). As contemplated in the Prospectus, the Company has used the net proceeds from the IPO to redeem its

outstanding shares of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”),

that were not subject to the Preferred Exchange (as defined in the Prospectus), with the remaining net proceeds, together with the

net proceeds from the Private Placement (as defined in the Prospectus) and cash on hand, used to repay approximately $670 million

outstanding borrowings under the 2032 First Lien Term Loan (as defined in the Prospectus).

Exchange and/or Redemption of the Company’s Outstanding

Series B Preferred Stock and Warrants

On May 12, 2026, the

Company exchanged KKR Stockholder’s (as defined in the Prospectus) outstanding shares of Series B Preferred Stock, which were

issued pursuant to the certificate of designations, dated May 20, 2024, for 12,381,051 warrants to purchase Class A Common Stock

at an exercise price of $0.01.

On May 12, 2026, the

Company exchanged warrants exercisable for 7,103,474 shares of Class A Common Stock, at an exercise price of $0.01 per share, and

held by HPS (as defined in the Prospectus) for warrants exercisable for the same number of shares of Class B Common Stock, at an

exercise price of $0.01 per share.

On May 14, 2026, the

Company redeemed all of the remaining outstanding shares of Series B Preferred Stock using a portion of the net proceeds of the IPO,

at an aggregate redemption price equal to $299.5 million.

Sale of Private Placement Warrants

On May 15, 2026, funds

affiliated with each of KKR Stockholder, Ares and HPS (each term, as defined in the Prospectus) purchased, either directly or indirectly,

$500,000,000 of additional warrants to purchase Class A Common Stock and/or Class B Common Stock (the “Private Placement

Warrants”) with an exercise price of $0.01 per share in a private placement transaction (the “Private Placement”). The

Company issued approximately 33,333,333 Private Placement Warrants in the Private Placement at a purchase price of $15.00 per Private

Placement Warrant. The Company has used $500,000,000 of the net proceeds of the Private Placement as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

1.1

Underwriting Agreement, dated May 12, 2026, by and between GMR Solutions Inc. and J.P. Morgan Securities LLC, as the representative of the underwriters named therein.

3.1

Amended and Restated Certificate of Incorporation of GMR Solutions Inc.

3.2

Second Amended and Restated Bylaws of GMR Solutions Inc.

4.1

Amended and Restated Registration Rights Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc. and each of the other persons from time to time party thereto.

10.1

Tax Receivable Agreement, dated as of May 14, 2026, by and among the Company and each of the other persons from time to time party thereto.

10.2

Amended and Restated Stockholders’ Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc. and the stockholders party thereto.

10.3

Private Placement Investment Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc., Pegasus Aggregator Holdco LLC, each of the Ares Investors party thereto and SIP V GMR Holdings II, L.P.

10.4

Exchange Agreement, dated as of May 12, 2026, by and between GMR Solutions Inc. and KKR Aggregator Holdco LLC.

10.5

GMR Solutions Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 filed with GMR Solutions Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 13, 2026).

10.6

GMR Solutions Inc. 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.5 filed with GMR Solutions Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 13, 2026).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

GMR Solutions Inc.

Date: May 18, 2026

By:

/s/ Thomas Cook

Name:

Thomas Cook

Title:

Executive Vice President, General Counsel and Secretary

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614803d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

GMR Solutions

Inc.

31,914,893

Class A Common Stock

($0.0001 par value)

Underwriting

Agreement

May 12, 2026

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

As Representative of the several Underwriters,

Ladies and Gentlemen:

GMR Solutions Inc., a Delaware corporation (the “Company”),

proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the

“Representative”) are acting as Representative, 31,914,893 shares of Class A Common Stock, $0.0001 par value (“Class

A Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten

Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,787,233 additional shares of

Class A Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten

Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein are defined in Section 24 hereof.

The Representatives agree that up to 1,276,596 shares

of the Underwritten Securities to be purchased by the Underwriters under this Agreement shall be reserved for sale to the Company’s

employees, officers and directors (collectively, “Participants”), as set forth in the Preliminary Prospectus under the heading

“Underwriting (Conflicts of Interest)” (the “Directed Share Program”). The Directed Share Program shall be administered

by Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC (the “Directed Share

Provider”). The Shares to be sold by the Directed Share Provider and its affiliates pursuant to the Directed Share Program are referred

to hereinafter as the “Directed Shares.” Any Directed Shares not orally confirmed for purchase by any Participant by 5:30

P.M., New York City time on the business day on which this Agreement is executed will be offered to the public by the Underwriters as

set forth in the Preliminary Prospectus.

For the purposes of this Agreement, the term “Transaction”

means, collectively, the offering of the Securities and the use of proceeds therefrom as described herein and in the Disclosure Package.

Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below

in this Section 1.

(a)

The Company has prepared and filed with the Commission a registration statement (file number 333-295169) on Form S-1, including

a related preliminary prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement,

including any amendments thereto filed prior to the Execution Time, has become effective. No order suspending the effectiveness of the

Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Act against

the Company or related to the offering of the Securities has been initiated or threatened by the Commission. The Company may have filed

one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to you. The Company

will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such final prospectus shall contain all information

required by the Act and the rules thereunder and, except to the extent the Representative shall agree in writing to a modification, shall

be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution

Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus)

as the Company has advised you, prior to the Execution Time, will be included or made therein.

(b)

On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and

on the Closing Date (as defined below) and on any date on which Option Securities are purchased, if such date is not the Closing Date

(a “settlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable

requirements of the Act and the rules thereunder; on the Effective Date, at the Execution Time and on the Closing Date and any settlement

date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact

required to be stated therein or necessary to make the statements therein not misleading; and on the date of any filing pursuant to Rule

424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not include any untrue

statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties

as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance

upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative

specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

(c)

(i) The Disclosure Package, (ii) any individual Written Testing-the-Waters Communication, when taken together as a whole with the

Disclosure Package, and (iii) each electronic road show, when taken together as a whole with the Disclosure Package, does not contain

any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. The preceding sentence does not apply to the Underwriter Information

(as defined below).

(d)

(i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination

date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account

of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

(e)

Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration

Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and

in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically

for use therein.

(f)

The Company (i) has not alone engaged in any Testing-the-Waters Communication (other than Testing-the-Waters Communications on

Schedule IV with the consent of the Representative) and (ii) has not authorized anyone other than the Representative, KKR Capital Markets

LLC and BofA Securities, Inc. to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative, KKR Capital

Markets LLC and BofA Securities, Inc. have been authorized to act on the Company’s behalf in undertaking Testing-the-Waters Communications.

(g)

None of the Company or any Significant Subsidiary (as defined below) is, and after giving effect to the offer and sale of the Securities

and the application of the proceeds therefrom as described under “Use of Proceeds” in the Prospectus, will be, an “investment

company” as defined in the Investment Company Act, without taking account of any exemption arising out of the number of holders

of the Company’s securities.

(h)

Neither the Company nor any of its subsidiaries has paid or agreed to pay to any person any compensation for soliciting another

to purchase any Securities (except as contemplated in this Agreement).

(i)

None of the Company or any of its subsidiaries or any of their respective Affiliates has taken or will take, directly or indirectly,

any action designed to or that has constituted or that would reasonably be expected to cause or result, under the Exchange Act or otherwise,

in stabilization or manipulation of the price of any security of the Company or any of its subsidiaries to facilitate the sale or resale

of the Securities.

(j)

Each of the Company and its subsidiaries (i) has been duly organized and is validly existing as an entity in good standing (to

the extent such concept is applicable) under the laws of the jurisdiction in which it is chartered or organized, (ii) has full corporate

or other organizational power and authority to own or lease, as the case may be, and to operate its properties and conduct its business

as described in the Disclosure Package and the Prospectus, and (iii) is duly qualified to do business as a foreign corporation or other

entity and is in good standing under the laws of each jurisdiction (to the extent such concept is applicable) where the ownership or leasing

of its properties or the conduct of its business requires such qualification except, in the case of its subsidiaries, and solely with

respect to clause (iii), the Company, where the failure to be so organized or qualified, have such power or authority or be in good standing

would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results

of operations or business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(k)

The Company has no “significant subsidiary,” as defined in Rule 1-02(w) of Regulation S-X under the Act, other than

those subsidiaries listed on Schedule III (each, a “Significant Subsidiary”).

(l)

As of December 31, 2025, after giving effect to the consummation of the Transaction and the Concurrent Transactions (as defined

in the Registration Statement) (but without giving effect to the issuance of any Option Securities), the Company and its subsidiaries

would have had the issued and outstanding as adjusted capitalization as set forth in the Disclosure Package and the Prospectus under the

heading “Capitalization”, and all the outstanding membership interests or shares of capital stock, as applicable, of the Company

and each subsidiary listed on Exhibit 21 of the Registration Statement have been duly authorized and validly issued, are fully paid and

nonassessable, if applicable, and were not issued in violation of any preemptive or similar rights and, except as otherwise set forth

in the Disclosure Package and the Prospectus, as of the Closing Date, all outstanding shares of capital stock or membership interests

of the subsidiaries held by the Company are owned either directly or indirectly free and clear of any security interest, claim, lien or

encumbrance (other than liens, encumbrances and restrictions imposed in connection with the Senior Secured Credit Facilities (as defined

in the Disclosure Package and the Prospectus) and GMR, Inc.’s $1,000 million in aggregate principal amount of 7.375% senior secured

notes due 2032 (the “2032 Notes”), including liens pursuant thereto). Except as disclosed in the Disclosure Package and the

Prospectus, or except in connection with equity investments by, or awards of stock options, restricted stock units or performance stock

units or other equity-based awards to, members of management or other employees of the Company, or any directors, contractors or agents

of the Company, as described in the Disclosure Package and the Prospectus, there will be, on the Closing Date and after giving effect

to the consummation of the Transaction and the Concurrent Transactions (as defined in the Registration Statement), no (i) outstanding

options, warrants or other rights to purchase, (ii) agreements or other obligations to issue or (iii) other rights to convert any obligation

into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any of its subsidiaries.

(m)

This Agreement has been duly authorized, executed and delivered by the Company.

(n)

No consent, approval, authorization, filing with or order of any United States (or any political subdivision thereof) court or

governmental agency or body, or to the knowledge of the Company, any non-United States court or governmental agency or body, in either

case is required in connection with the execution, delivery and performance of this Agreement (including, without limitation, the issuance

of the Securities) or the consummation of the transactions contemplated thereby, including the Transaction and the Concurrent Transactions

(as defined in the Registration Statement), except (i) registration of the Securities under the Act, (ii) such as may be required

under the blue sky laws of any jurisdiction in which the Securities are offered and sold in connection with the transactions contemplated

hereby or under the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (iii) filings with

the Commission pursuant to Rule 424(b), (iv) filings with the Commission under the Exchange Act, (v) the filing of the Amended and

Restated Certificate of Incorporation of the Company with the Secretary of State for the State of Delaware, (vi) such as may be required

in connection with any Permits (as defined below) held or maintained by the Company or its subsidiaries or (vii) as shall have been obtained

or made prior to the Closing Date.

(o)

None of the issue and sale of the Securities nor the consummation of the transactions contemplated hereby, including the Transaction

and the Concurrent Transactions (as defined in the Registration Statement), nor the fulfillment of the terms hereof or thereof, will conflict

with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company or

any of its subsidiaries pursuant to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement

or other agreement, or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property

is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any court or governmental agency or body having jurisdiction

over the Company or any of its subsidiaries or any of its or their properties, other than in the cases of clauses (i) and (ii), such breaches,

violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material

Adverse Effect; or result in the violation of the charter, bylaws or any equivalent organizational document of the Company or any of its

subsidiaries.

(p)

There is no contract or other document of a character required to be described in the Registration Statement or Prospectus, or

to be filed as an exhibit thereto, which is not described or filed as required. The statements in the Preliminary Prospectus and the Prospectus

under the headings “Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders,” “Business—Regulatory Matters,”

“Business—Legal Proceedings” and “Description of Capital Stock” insofar as such statements summarize legal

matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents

or proceedings.

(q)

No holders of securities of the Company have rights to the registration of such securities under the Registration Statement, other

than as required by (i) the Amended and Restated Registration Rights Agreement, to be dated as of May 12, 2026, among the Company and

the other holders party thereto (as amended, supplemented or otherwise modified from time to time prior to the date hereof), (ii) the

Warrantholders’ Agreement, dated as of March 14, 2018, among the Company, KKR AMG Aggregator L.P., KKR AMG Co-Invest L.P., KKR North

America Fund XI (AMG) LLC, Ares Capital Corporation, CION Ares Diversified Credit Fund, Ares Credit Strategies Insurance Dedicated Fund

Series of SALI Multi-Series Fund, L.P., Ares Private Credit Solutions, L.P., Ares Private Credit Solutions (Cayman), Ltd. and the other

parties party thereto from time to time (as amended, supplemented or otherwise modified from time to time prior to the date hereof) and

(iii) the Amended and Restated Management Stockholders’ Agreement, dated as of July 26, 2024, among the Company (f/k/a GMR Buyer

Corp.), KKR AMG Aggregator L.P., KKR AMG Co-Invest L.P., KKR North America Fund XI (AMG) LLC and the management stockholders party thereto

from time to time.

(r)

The historical financial statements (including the related notes) included in the Disclosure Package and the Prospectus present

fairly in all material respects the financial condition, results of operations and cash flows of the consolidated entities purported to

be shown thereby, on the dates and for the periods indicated, and have been prepared in conformity with accounting principles generally

accepted in the United States applied on a consistent basis throughout the periods involved, except as otherwise stated therein; the summary

historical financial data set forth under the heading “Summary—Summary Historical Consolidated Financial and Other Data”

in the Disclosure Package and the Prospectus fairly presents in all material respects, on the basis stated in the Disclosure Package and

the Prospectus, the information included therein.

(s)

Except as otherwise set forth therein, since the respective dates as of which information is given in the Disclosure Package or

the Prospectus, (i) there has not occurred any material adverse change or development that could reasonably be expected to involve

a prospective material adverse change, in the condition (financial or otherwise), business or results of operations of the Company and

its subsidiaries, taken as a whole and (ii) there have been no transactions entered into by the Company or any of its subsidiaries,

other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries, taken as a whole,

and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital

stock.

(t)

Except as described in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending, or to

the knowledge of the Company, threatened, to which the Company or any of its subsidiaries is a party or of which any property or assets

of the Company or any of its subsidiaries is the subject that would, in the aggregate, reasonably be expected to have a Material Adverse

Effect or would, in the aggregate, reasonably be expected to have a Material Adverse Effect on the performance by the Company of its obligations

under this Agreement or the consummation of any of the transactions contemplated hereby, including the Transaction.

(u)

The Company and its subsidiaries own or lease all such real and personal property necessary to the conduct of their respective

businesses as presently conducted, except as would not reasonably be expected to have a Material Adverse Effect.

(v)

Except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto), none

of the Company or any of its subsidiaries is (i) in violation of any provision of its charter, bylaws or any equivalent organizational

document; (ii) on the date hereof, in default in the performance or observation of any obligation or agreement under any indenture,

lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, to which it is a party or bound or to which its property

is subject; or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any

its subsidiaries of any court or governmental agency or body having jurisdiction over the Company, its subsidiaries or any of their respective

properties, as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a Significant Subsidiary), (ii)

and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect.

(w)

KPMG LLP, who have audited the consolidated financial statements of the Company and its subsidiaries as of December 31, 2025 and

December 31, 2024 and for each of the three years in the period ended December 31, 2025, included in the Disclosure Package and the Prospectus,

are independent registered public accountants with respect to the Company within the meaning of the Exchange Act and the rules of the

Public Company Accounting Oversight Board.

(x)

Except, in each case, as would not have a Material Adverse Effect, the Company and its subsidiaries have filed all federal, state,

local and foreign tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due,

except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have

been provided in accordance with generally accepted accounting principles.

(y)

Except as described in the Disclosure Package and the Prospectus, no labor disturbance by or dispute with the employees of the

Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened that would reasonably be expected to have

a Material Adverse Effect.

(z)

The Company and its subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are believed

to be reasonable for the businesses in which they are engaged, except as described in the Disclosure Package and the Prospectus.

(aa)

Except as may be limited by applicable state corporation law or comparable laws, no subsidiary of the Company is currently prohibited,

directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital

stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s

property or assets to the Company or any other subsidiary of the Company, except as described in the Disclosure Package and the Prospectus

or contemplated pursuant to the Senior Secured Credit Facilities or the 2032 Notes.

(bb)

Each of the Company and its subsidiaries have such certificates, authorizations, and permits issued by the appropriate federal,

state or foreign authorities (“Permits”) necessary to conduct their respective businesses in the manner described in the Disclosure

Package and the Prospectus, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material

Adverse Effect or except as described in the Disclosure Package and the Prospectus. None of the Company or any of its subsidiaries has

received written notice of any proceedings related to the revocation or modification of any such Permits that, individually or in the

aggregate, if the subject of an unfavorable decision, ruling, or finding, would reasonably be expected to have a Material Adverse Effect,

except as described in the Disclosure Package and the Prospectus.

(cc)

The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that

(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to

maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific

authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences. The Company is not aware of any material weakness in the Company and its subsidiaries’

internal controls over financial reporting.

(dd)

The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e)

under the Exchange Act); such disclosure controls and procedures are effective.

(ee)

Except as would not reasonably be expected to have a Material Adverse Effect or as described in the Disclosure Package and the

Prospectus, (i) there are no proceedings that are pending, or to the knowledge of the Company, threatened, against the Company or any

of its subsidiaries under any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of

any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local governmental

authority, relating to pollution or the protection of human health or safety (to the extent related to exposure to hazardous or toxic

substances), the environment, or natural resources, including with respect to the use, handling, storage, manufacturing, transportation,

treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental

Laws”), (ii) the Company and its subsidiaries are, and for the last three years have been, in compliance with Environmental Laws

and, to the knowledge of the Company, the Company and its subsidiaries have no liabilities or other obligations under Environmental Laws,

and (iii) none of the Company or its subsidiaries anticipates capital expenditures relating to Environmental Laws.

(ff)

Except, in each case, as would not have a Material Adverse Effect: (i) each “employee benefit plan” (within the meaning

of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member

of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the

meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”)

has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including

ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code (excluding

transactions effected pursuant to a statutory or administrative exemption), has occurred with respect to any Plan which is maintained

by the Company; and (iii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has

occurred, whether by action or by failure to act, which would cause the loss of such qualification. With respect to each Plan subject

to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably

expected to occur, (B) no failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA has occurred,

whether or not waived, and none is reasonably expected to occur, and (C) neither the Company nor any member of its Controlled Group has

incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the

Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer

plan”, within the meaning of Section 4001(c)(3) of ERISA).

(gg)

Except as set forth in the Disclosure Package and the Prospectus, or except as would not reasonably be expected, individually or

in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own, license or have other rights to use, all

patents, copyrights, trade secrets, trademarks, service marks, trade names, domain names, know-how and other similar intellectual property

rights (collectively, “Intellectual Property Rights”) necessary for the conduct of their businesses as currently conducted

by them; (ii) in the past three years, none of the Company or any of its subsidiaries has received any written notice of infringement

of such Intellectual Property Rights by others, except as disclosed in the Disclosure Package; and (iii) to the knowledge of the Company,

the Intellectual Property Rights owned by the Company and its subsidiaries is not being infringed, misappropriated, diluted or otherwise

violated by any third party and (iii) there is no pending, or to the knowledge of the Company, threatened action, suit, proceeding or

claim by any third party against the Company or any of its subsidiaries that (x) challenges the validity, enforceability, ownership or

scope of any Intellectual Property Rights owned by the Company or any of its subsidiaries or (y) alleges that the Company or any of its

subsidiaries infringes, misappropriates, dilutes or otherwise violates any Intellectual Property Rights of any third party .

(hh)

Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described

in the Disclosure Package and Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, as

the same is in effect on the Closing Date.

(ii)

The Company has taken all necessary actions such that, upon the effectiveness of the Registration Statement, it will be in compliance

with all provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the

“Sarbanes-Oxley Act”), with which the Company is required to comply as of such time.

(jj)

No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) or presentation

of market-related or statistical data contained in the Disclosure Package, any Written Testing-the-Waters Communication or the Prospectus

has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(kk)

The operations of the Company and each of its subsidiaries are and have been conducted at all times since April 2019 in material

compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended

by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act

of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries

conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit

or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or

any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company and its subsidiaries,

threatened.

(ll)

(i) None of the Company, any of its subsidiaries, or any director, officer or employee thereof, or, to the Company’s knowledge,

any agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”)

that is, or is 50% or more owned or controlled by one or more Persons that are (any such Person described in this clause (i), a “Sanctioned

Person”):

(A) the subject or

target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United

Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),

(B) located, organized

or resident in a country or territory that is the subject or target of Sanctions (currently, the so-called Donetsk People’s Republic,

the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the

Crimea region of Ukraine, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea

and (until July 1, 2025) Syria) (each, a “Sanctioned Country”).

(ii) The Company will not, directly

or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other Person:

(A)

for the purpose of funding or facilitating any activities or business of or with any Sanctioned Person or in any Sanctioned Country;

(B) in any other manner

that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter,

advisor, investor or otherwise).

(iii) It is acknowledged and

agreed that clauses (i) and (ii) above and clause (iv) below are sought and given, unless (and to the extent that) to do so would be impermissible

pursuant to (A) Regulation (EC) 2271/96 and/or Council Regulation (EC) 2271/96 as it forms part of domestic law of the United Kingdom

by virtue of the European Union (Withdrawal) Act 2018; and/or (B) any similar applicable anti-boycott law or regulation of the United

Kingdom.

(iv) The Company and each of

its subsidiaries have not since April 24, 2019 knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings

or transactions with any Sanctioned Person or in any Sanctioned Country except as licensed or otherwise permitted by an applicable Sanctions

authority.

(mm)

(i) None of the Company or any of its subsidiaries, or any director or officer, or, to the Company’s knowledge, any employee,

agent, or representative of the Company or of any of its subsidiaries, has since April 2019 taken or will take any action in furtherance

of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything

else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of

the foregoing, or any political party or party official or candidate for political office) in order to influence official action, or to

any person in violation of the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), or any other applicable anti-corruption

or anti-bribery laws; and (ii) the Company and each of its subsidiaries and controlled affiliates have conducted their businesses in compliance

with the FCPA and any applicable anti-corruption and anti-bribery laws and have instituted and maintained, or are subject to, and will

continue to maintain or be subject to policies and procedures reasonably designed to promote and achieve compliance with such laws and

with the representations and warranties contained herein.

(nn)

Except as described in the Disclosure Package and the Prospectus, or except as would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect:

Each of the Company and its subsidiaries is, and at all times during the past three years, has been, in compliance with all applicable

Health Care Laws. For purposes of this Agreement, “Health Care Laws” means: (i) all applicable health care related fraud and

abuse laws, including, without limitation, federal, state and local health care related fraud and abuse laws, including, without limitation,

the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the Stark Law (42 U.S.C. Section 1395nn), the Civil False Claims Act (31 U.S.C.

Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), 18 U.S.C. Sections 286, 287 and 1347, and the health

care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.),

the exclusion laws (42 U.S.C. § 1320a-7), and the civil monetary penalties law (42 U.S.C. § 1320a-7a); (ii) applicable Medicare

(Title XVIII of the Social Security Act) laws; (iii) applicable Medicaid (Title XIX of the Social Security Act) laws; and (iv) any and

all other health care laws and regulations, each as amended from time to time, and the regulations promulgated thereunder, applicable

to the operations of the Company or its subsidiaries. During the past three years, the Company has not been excluded, suspended or debarred

from any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f). During the past three years, none of the

Company or any subsidiary has received written notice from any governmental authority of any claim, action, suit, proceeding, hearing,

enforcement, investigation, arbitration or other action alleging that the Company or its subsidiaries is in violation of any Health Care

Laws in any material respect, and, to the Company’s knowledge, no such claim, action, suit, proceeding, hearing, enforcement, investigation,

arbitration or other action is threatened (other than any such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration

or other action which has been resolved).

There are no suspensions, offsets or recoupments of any Programs being sought, requested or claimed, or to the knowledge of the

Company, threatened against the Company or any of its subsidiaries. The Company has not received written notice from any of the Programs

or other third-party payment programs of any pending or threatened investigation or review that would reasonably be expected to result

in suspension, exclusion or debarment from any such Programs, or the termination of any third-party payment program participation agreement.

For purposes of this Agreement, “Programs” shall mean Medicare, Medicaid, and any other local, state or federal health care

program that the Company or any of its subsidiaries participates in. None of the Company or any of its subsidiaries is a party to or has

any ongoing reporting obligations pursuant to any corporate integrity agreements, deferred or non-prosecution agreements, monitoring agreements,

consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any governmental authority.

(oo)

Except as would not reasonably be expected to have a Material Adverse Effect, or except as described in the Disclosure Package

and the Prospectus, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks,

hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform

as required in connection with the operation of the businesses of the Company and its subsidiaries as currently conducted, and to the

knowledge of the Company, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii)

the Company and its subsidiaries have implemented and maintained commercially reasonable policies, procedures and safeguards to maintain

and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems

and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)); the

Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification.

(pp)

Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities

by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) under the Exchange

Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does

not indicate the direction of the possible change.

(qq)

Except as would not reasonably be expected to have a Material Adverse Effect or except as described in the Disclosure Package and

the Prospectus (i) in the past three years, the Company and each of its subsidiaries have complied and are presently in compliance with

all internal and external privacy policies, the Payment Card Industry Data Security Standard, applicable laws, statutes, judgments, orders,

rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each

case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of

its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data (“Data Security Obligations”,

and such data, “Data”); (ii) in the past three years, the Company has not received any written notification of or complaint

regarding and is unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any

Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or

body pending or, to the knowledge of the Company, threatened in writing alleging non-compliance with any Data Security Obligation.

(rr)          The Company represents and warrants that

Directed Shares have not been offered outside the United States. The Company has not offered, or caused the Underwriters or the Directed

Share Provider to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence

(i) a customer or supplier of the Company to alter the customer or supplier’s level or type of business with the Company, or (ii)

a trade journalist or publication to write or publish favorable information about the Company or its products.

Any certificate signed by any officer of the Company

and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Securities shall be deemed

a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

Purchase and Sale. (a)Subject

to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and

sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of

$14.25 per share, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto.

(b)

Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby

grants an option to the several Underwriters to purchase, severally and not jointly, up to 4,787,233 Option Securities at the same purchase

price per share as the Underwriters shall pay for the Underwritten Securities, less an amount per share equal to any dividends or distributions

declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. Said option may be exercised

only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or

in part at any time (but not more than twice) on or before the 30th day after the date of the Prospectus upon written or telegraphic notice

by the Representative to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters

are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same

percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing

of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional

shares.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided

for in Section 2(b) hereof shall have been exercised on or before the first Business Day immediately preceding the Closing Date) shall

be made at the offices of Simpson Thacher & Bartlett LLP, [address] at 10:00 AM, New York City time, on May 14, 2026, or at such time

on such later date not more than two Business Days after the foregoing date as the Representative shall designate, which date and time

may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery

and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative

for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the

purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company

in writing to the Representative. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities

of DTC unless the Representative shall otherwise instruct.

If the option provided for in Section 2(b) hereof

is exercised after the first Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities to the

Representative on the date specified by the Representative (which shall be within two Business Days after exercise of said option, which

date may be postponed by agreement between the Representative and the Company) for the respective accounts of the several Underwriters,

against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company

by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after

the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation

of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters

confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the

public as set forth in the Prospectus.

Agreements. The Company agrees with the several Underwriters as follows:

(a)

Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement

or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review

prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the

Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant

to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative

of such timely filing. The Company will promptly advise the Representative (i) when the Prospectus, and any supplement thereto, shall

have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been

filed with the Commission, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement

shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement,

or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance

by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or

the institution or threatening of any proceeding for that purpose or pursuant to Section 8A under the Act and (v) of the receipt by the

Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the

institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the

issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon

such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such

occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement

and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b)

If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), there occurs an event, the result of which, in the

opinion of counsel for the Underwriters, or counsel for the Company, the Disclosure Package would include any untrue statement of a material

fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which

they were made not misleading, the Company will (i) notify promptly the Representative so that any use of the Disclosure Package may cease

until it is amended or supplemented; (ii) subject to paragraph (a) of this Section 5, amend or supplement the Disclosure Package to eliminate

or correct such statement or omission; and (iii) supply any amendment or supplement to the several Underwriters and counsel for the Underwriters

without charge in such quantities as they may reasonably request.

(c)

If, during such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the

Underwriters a prospectus relating to the Securities is required by law to be delivered (including in circumstances where such requirement

may be satisfied pursuant to Rule 172) (the “Prospectus Delivery Period”), there occurs an event, the result of which, in

the opinion of counsel for the Underwriters, or counsel for the Company, the Prospectus as then supplemented would include any untrue

statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the

circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement

the Prospectus to comply with applicable law, the Company will promptly (i) notify the Representative of any such event; (ii) prepare

and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement that will

eliminate or correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to the several

Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.

(d)

If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or

development as a result of which such Written Testing-the-Waters Communication, when taken together as a whole with the Disclosure Package,

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly

notify the Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to

eliminate or correct such statement or omission.

(e)

As soon as practicable, the Company will make generally available to its security holders and to the Representative (which may

be satisfied by filing with the Commission’s EDGAR system) an earnings statement or statements of the Company and its subsidiaries

which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

(f)

The Company will cooperate with the Representative and use its commercially reasonable efforts to permit the Securities to be eligible

for clearance and settlement through DTC.

(g)

The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration

Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and,

so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement

may be satisfied pursuant to Rule 172) during the Prospectus Delivery Period, as many copies of each Preliminary Prospectus, the Prospectus

and each Issuer Free Writing Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay

the expenses of printing or other production of all documents relating to the offering.

(h)

The Company will assist the Underwriters in arranging, if necessary, for the qualification of the Securities for sale by the Underwriters

under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required

for the sale of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction

where it is not now so qualified or to take any action that would reasonably be expected to subject it to service of process in suits,

other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject or to subject

themselves to taxation in excess of a nominal amount in respect of doing business in any jurisdiction.

(i)

The Company will not, without the prior written consent of the Representative, offer, sell or contract to sell, pledge (other than

on behalf of an Affiliate of the Company), lend or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably

be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)

by the Company or any Affiliate of the Company or any person in privity with the Company or any Affiliate of the Company) directly or

indirectly, including the public filing (or participation in the public filing) of a registration statement with the Commission in respect

of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section

16 of the Exchange Act, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for,

shares of Class A Common Stock (“Related Securities”); or publicly announce an intention to effect any such transaction, for

a period of 180 days after the date of this Agreement. The foregoing sentence shall not apply to (A) the Securities to be issued in the

Transaction, (B) any shares of Class A Common Stock issued by the Company upon the exercise of options to purchase shares of Class A Common

Stock, upon the vesting of restricted stock units, performance stock units or other equity awards or upon the settlement of restricted

stock units, performance stock units or other equity awards, in each case disclosed in the Disclosure Package and the Prospectus, (C)

the grant of awards pursuant to the Company’s incentive plans or otherwise pursuant to equity compensation arrangements with directors,

officers, employees and consultants of the Company and its subsidiaries, in each case, as described in the Disclosure Package and the

Prospectus, (D) the issuance or grant of shares of securities, including options to purchase shares of Class A Common Stock, restricted

stock units, performance stock units or any other stock-based awards, in each case, registered or to be registered pursuant to any registration

statement on Form S-8 pursuant to any benefit plans or arrangements (including, without limitation, employee stock purchase plans), in

each case, as described in the Disclosure Package and the Prospectus, (E) the issuance of shares of Class A Common Stock or Class B Common

Stock, par value $0.0001 (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”)

in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of

another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition,

(F) the issuance of shares of Common Stock, of restricted stock units, of performance stock units or of options to purchase shares of

Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, (G) the issuance

by the Company of shares of Class A Common Stock upon the conversion of shares of Class B Common Stock, of the Company, (H) the reclassification

of outstanding shares of common stock into Class A Common Stock as described in the Disclosure Package and the Prospectus, (I) the issuance

of warrants in the Concurrent Transactions (as defined in the Registration Statement) as described in the Disclosure Package and the Prospectus,

and (J) the issuance by the Company of shares of Class A Common Stock or Class B Common Stock upon the due exercise of outstanding warrants

to purchase shares of Common Stock; provided that, in the case of immediately preceding clauses (E) and (F), the aggregate number of restricted

stock units, performance stock units and shares of Common Stock issued in connection with, or issuable pursuant to the exercise of any

options issued in connection with, all such acquisitions and other transactions does not exceed 5% of the aggregate number of shares of

Common Stock outstanding immediately following the consummation of the Transaction and the recipient of the shares of Common Stock agrees

in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A.

(j)

If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described

in Section 6(j) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver

at least three Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release

or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two Business Days before

the effective date of the release or waiver.

(k)

The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be

expected to cause or result in, under the Exchange Act or otherwise, unlawful stabilization or manipulation of the price of any security

of the Company to facilitate the sale or resale of the Securities.

(l)

The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction

and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,

the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction)

and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement,

each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them,

as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation,

printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection

with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of any blue sky memorandum delivered

in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the

Securities on the New York Stock Exchange (the “Exchange”); (vi) any registration or qualification of the Securities for offer

and sale under the securities or blue sky laws of the several states and any other jurisdictions specified pursuant to Section 5(h) hereof

(including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration

and qualification in an amount not to exceed $20,000); (vii) the approval of the Securities for book entry transfer by DTC; (viii) any

filings required to be made with the FINRA (including filing fees, fees and expenses of the QIU (as defined below) and the reasonable

and documented fees and expenses of counsel for the Underwriters relating to such filings in an amount not to exceed $100,000); (ix) the

transportation and other expenses incurred by or on behalf of the Company in connection with presentations to prospective purchasers of

the Securities, including any “roadshow” (and including one half of the cost of all chartered aircraft used in connection

with any “roadshow”); (x) the costs and expenses associated with the preparation or dissemination of any electronic road show,

expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with

the road show presentations with the prior approval of the Company; (xi) the fees and expenses of the Company’s accountants and

the fees and expenses of counsel (including local and special counsel) for the Company; (xii) all of the fees and disbursements of the

Directed Share Provider and any stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection

with the Directed Share Program; and (xiii) all other costs and expenses incident to the performance by the Company of its obligations

hereunder. Notwithstanding the forgoing, except as specifically provided in this paragraph (l) and in Section 7 hereof, the Underwriters

shall pay their own costs and expenses in connection with presentations for prospective purchasers of the Securities including the transportation

and other expenses incurred by or on behalf of the Underwriters in connection with presentations to prospective purchasers of the Securities,

including any “roadshow” (and including one half of the cost of all chartered aircraft used in connection with any “roadshow”).

(m)

The Company will use the proceeds from the sale of the Underwritten Securities in the manner described in the Disclosure Package

and the Prospectus under the caption “Use of Proceeds.”

(n)

The Company agrees that, unless it has or shall have obtained the prior written consent of the Representative, and each Underwriter,

severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent

of the Company, it has not made and will not make any offer relating to the Securities that would constitute, or otherwise use, refer

to or distribute, an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined

in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the

prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in

Schedule II hereto and any electronic road show, each furnished to the Representative before first use. Any such free writing prospectus

consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The

Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing

Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted

Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Each Underwriter, severally

and not jointly, represents and agrees that it is not subject to any pending proceeding under Section 8A of the Act with respect to the

offering (and will promptly notify the Company if any such proceeding against it is initiated during the period a prospectus is required

by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with

any sale of Securities).

(o)             The

Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares

are offered in connection with the Directed Share Program.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities

and the Option Securities, as the case may be, shall be subject to the accuracy in all material respects (except in the case of Section

1(kk), (ll) and (mm) or to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy

in all respects) of the representations and warranties of the Company contained herein as of the Execution Time, the Closing Date and

any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to

the provisions hereof, to the performance by the Company in all material respects of its obligations hereunder and to the following additional

conditions:

(a)

The Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b);

any material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within

the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration

Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A under

the Act shall have been instituted or threatened.

(b)

The Company shall have requested and caused Simpson Thacher & Bartlett LLP, counsel for the Company, to furnish to the Representative

an opinion letter and a negative assurance letter, each dated the Closing Date or any settlement date, as the case may be, and in form

and substance reasonably satisfactory to the Representative.

(c)

The Representative shall have received from Latham & Watkins LLP, counsel for the Underwriters, an opinion letter and negative

assurance letter, each dated the Closing Date or any settlement date, as the case may be, and addressed to the Representative, with respect

to such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they

reasonably request for the purpose of enabling them to pass upon such matters.

(d)

The Company shall have furnished to the Underwriters a certificate of the Company, signed by (x) the chairman, chief executive

officer, president or vice president and (y) the chief financial officer, treasurer or principal financial or accounting officer of the

Company, dated the Closing Date or any settlement date, as the case may be, to the effect that the signers of such certificate have carefully

examined the Registration Statement, the Disclosure Package, the Prospectus and any amendment or supplement thereto, as well as each electronic

road show used in connection with the offering of the Securities, and this Agreement and that:

(1)

the representations and warranties of the Company in this Agreement are true and correct in all material respects (except in the

case of Section 1 (kk), (ll) and (mm) or to the extent already qualified by materiality, in which case such representations and warranties

are true and correct in all respects) at the Execution Time and on the Closing Date or any settlement date, as the case may be, and the

Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or

satisfied hereunder at or prior to the Closing Date or any settlement date, as the case may be;

(2)

since the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any

supplement thereto), there has been no material adverse change in the condition (financial or otherwise), business or results of operations

of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Prospectus

(exclusive of any supplement thereto); and

(3)

no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and

no proceedings for that purpose or pursuant to Section 8A under the Act have been instituted or, to the Company’s knowledge, threatened.

(e)

At the Execution Time and at the Closing Date or any settlement date, as the case may be, the Company shall have requested and

caused KPMG LLP to furnish to the Underwriters a “comfort” letter, dated as of the Execution Time, and a bring-down “comfort

letter,” dated as of the Closing Date or any settlement date, as the case may be, in form and substance reasonably satisfactory

to the Representative, confirming that they are independent registered public accountants within the meaning of the Exchange Act and within

the meaning of the rules of the Public Company Accounting Oversight Board and confirming certain matters with respect to the audited and

unaudited financial statements and other financial and accounting information of the Company contained in the Disclosure Package and the

Prospectus, including any supplement thereto at the date of the applicable letter.

(h)

Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package and the Prospectus

(exclusive of any amendment or supplement thereto), there shall not have been any change or development involving a prospective change,

in the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole, and

after giving effect to the Transaction, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive

of any supplement thereto), the effect of which is, or would reasonably be expected to become, in the judgment of the Representative,

so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities on the

terms and in the manner contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(i)

On the Closing Date or any settlement date, as the case may be, the Securities shall have been approved for listing and admitted

and authorized for trading on the Exchange, subject only to official notice of issuance.

(j)

At or prior to the Execution Time, the Company shall have caused each officer, director and stockholder of the Company listed on

Exhibit A-1 hereto to furnish to the Representative, a letter addressed to the Representative substantially in the form of Exhibit A hereto.

(k)

Prior to the Closing Date or any settlement date, as the case may be, the Company shall have taken all action reasonably required

to be taken by it to have the Securities declared eligible for clearance and settlement through DTC.

(l)

Prior to the Closing Date or any settlement date, as the case may be, the Company shall have furnished to the Representative such

further information, certificates and documents as the Representative may reasonably request.

(m)

At the Execution Time and at the Closing Date or any settlement date, as the case may be, the chief financial officer of the Company

shall have furnished to the Representative a written certificate, in form and substance reasonably satisfactory to the Representative,

as to certain financial information included in the Disclosure Package and the Prospectus.

(n)

Prior to the Closing Date, the Preferred Exchange (as defined in the Preliminary Prospectus) shall have occurred.

All opinions, letters, evidence and certificates

mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form

and substance reasonably satisfactory to the Representative and counsel for the Underwriters.

The documents required to be delivered by this Section

6 will be available for inspection at the office of Simpson Thacher & Bartlett LLP, at [address], on the Business Day prior to the

Closing Date or any settlement date, as the case may be.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because

any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant

to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to

comply with any provision hereof other than by reason of a default by any of the Underwriters, including as described in Section 9 hereof,

the Company will reimburse the Underwriters severally through the Representative on behalf of the Underwriters on demand for all accountable

expenses (including reasonable fees and disbursements of Latham & Watkins LLP) that shall have been incurred by them in connection

with the proposed purchase and sale of the Securities.

Indemnification and Contribution.

(a)

The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, selling agents and Affiliates of each

Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all

losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange

Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or

liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement, or in any Preliminary Prospectus, or the Prospectus, or any Issuer Free Writing Prospectus,

or any Written Testing-the-Waters Communication, or any bona fide electronic road show as defined in Rule 433(h) under the Act (a “road

show”), or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to

state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary

Prospectus, the Prospectus, any Free Writing Prospectus, any Written Testing-the-Waters Communication or roadshow or in any amendment

thereof or supplement thereto, in the light of the circumstances under which they were made, not misleading, and agrees (subject to the

limitations set forth in the provisos to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other

expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided,

however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises

out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance

upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative

specifically for inclusion therein. The obligations of the Company under this indemnity agreement will be in addition to any liability

that the Company may otherwise have. The Company shall not be liable under this Section 8 to any indemnified party regarding any settlement

or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect

of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties

to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall

not be unreasonably withheld.

(b)

Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless (i) the Company, (ii) each person, if any, who

controls (within the meaning of either the Act or the Exchange Act) the Company, (iii) each of the directors of the Company who signs

the Registration Statement, (iv) each of the officers of the Company who signs the Registration Statement, to the same extent as the foregoing

indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished

to the Company by or on behalf of such Underwriter through the Representative specifically for inclusion in the documents referred to

in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The

Company acknowledges that the statements in the Preliminary Prospectus and the Prospectus set forth in the eleventh paragraph, the twelfth

paragraph and the thirteenth paragraph under the heading “Underwriting (Conflicts of Interest)”, constitute the only information

furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, Preliminary Prospectus,

the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any road show (the “Underwriter

Information”).

(c)

Promptly after receipt by an indemnified party under this Section 8 or Section 11 of notice of the commencement of any action,

such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8 or Section

11, as applicable, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying

party (i) will not relieve it from liability under paragraph (a) or (b) above or Section 11, as applicable, unless and to the extent it

did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights or defenses

and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification

obligation provided in paragraph (a) or (b) above or Section 11, as applicable, except as provided in paragraph (d) below. The indemnifying

party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s

expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall

not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying

party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably

satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel)

to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local

counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel

chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the

advice of counsel for the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the

indemnified party shall have reasonably concluded (based on the advice of counsel for the indemnified person) that there may be legal

defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying

party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the

indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize

the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying

person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees

and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons. Any such separate firm for

any Underwriters, its Affiliates, directors, selling agents and officers and any control persons of such Underwriters shall be designated

in writing by J.P. Morgan Securities LLC and any such separate firm for the indemnified parties referred to in Section 8(b) above shall

be designated in writing by the Company. In the event that any Underwriter, its Affiliates, directors, selling agents and officers or

any control persons of such Underwriter are indemnified persons collectively entitled, in connection with a proceeding in a single jurisdiction,

to the payment of fees and expenses of a single separate firm under this Section 8(c), and any such Underwriter, its Affiliates,

directors, selling agents and officers or any control persons of such Underwriter cannot agree to a mutually acceptable separate firm

to act as counsel thereto, then such separate firm for all such indemnified persons shall be designated in writing by J.P. Morgan Securities

LLC. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to

the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification

or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim, action

suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all

liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault,

culpability or failure to act by or on behalf of any indemnified party.

(d)

In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 or Section 11, as applicable, is unavailable

to or insufficient to hold harmless an indemnified party for any reason (other than by virtue of the failure of an indemnified party to

notify the indemnifying party of its right to indemnification pursuant to subsection (a), (b) or (c) above or Section 11, as applicable,

where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), the Company

and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other

expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively

“Losses”) to which the Company and one or more of the Underwriters (or the QIU in its capacity as such) may be subject in

such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters (or

the QIU in its capacity as such) on the other from the offering of the Securities. If the allocation provided by the immediately preceding

sentence is unavailable for any reason or not permitted by applicable law, the Company and the Underwriters severally shall contribute

in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one

hand and of the Underwriters (or the QIU in its capacity as such) on the other in connection with the statements or omissions that resulted

in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to

the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be

deemed to be equal to the total underwriting discounts and commissions received by them, in each case as set forth on the cover page of

the Prospectus. Benefits received by the QIU shall be deemed to be equal to the compensation received by the QIU for acting in such capacity.

Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the

Underwriters (or the QIU in its capacity as such) on the other, the intent of the parties and their relative knowledge, access to information

and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances.

The Company and the Underwriters agree that it would not be just and equitable if the amount of such contribution were determined by pro

rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding

the provisions of this paragraph (d), in no event shall any Underwriter be required to contribute any amount in excess of the amount by

which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds

the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission. The QIU, in its capacity as such, shall not be responsible for any amount in excess of the compensation

received by the QIU for acting in such capacity. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’

obligations to contribute pursuant to this Section 8 are several in proportion to their respective purchase obligations hereunder and

not joint. For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of either the Act or the

Exchange Act and each director, officer, employee, Affiliate and agent of an Underwriter shall have the same rights to contribution as

such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the

Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as

the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

(e)

The Company agrees to indemnify and hold harmless the Underwriters, their affiliates, directors and officers and each person, if

any, who controls an Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each

a “Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without

limitation, any legal fees and other expenses incurred in connection with defending or investigating any suit, action or proceeding or

any claim asserted, as such fees and expenses are incurred) (i) caused by any untrue statement or alleged untrue statement of a material

fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the

Directed Share Program or caused by any omission or alleged omission to state therein a material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading; (ii) caused by the failure of any Participant to pay

for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection

with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially

determined to have resulted from the bad faith or gross negligence of the Directed Share Underwriter Entities.

(f)

In case any proceeding (including any governmental investigation) shall be instituted involving any Directed Share Underwriter

Entity in respect of which indemnity may be sought pursuant to paragraph (e) above, the Directed Share Underwriter Entity seeking indemnity

shall promptly notify the Company in writing and the Company, upon request of the Directed Share Underwriter Entity, shall retain counsel

reasonably satisfactory to the Directed Share Underwriter Entity to represent the Directed Share Underwriter Entity and any others the

Company may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding.

In any such proceeding, any Directed Share Underwriter Entity shall have the right to retain its own counsel, but the fees and expenses

of such counsel shall be at the expense of such Directed Share Underwriter Entity unless (i) the Company and such Directed Share Underwriter

Entity shall have mutually agreed to the retention of such counsel, (ii) the Company has failed within a reasonable time to retain counsel

reasonably satisfactory to such Directed Share Underwriter Entity, (iii) the Directed Share Underwriter Entity shall have reasonably concluded

that there may be legal defenses available to it that are different from or in addition to those available to the Company or (iv) the

named parties to any such proceeding (including any impleaded parties) include both the Company and the Directed Share Underwriter Entity

and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

The Company shall not, in respect of the legal expenses of the Directed Share Underwriter Entities in connection with any proceeding or

related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local

counsel) for all Directed Share Underwriter Entities. The Company shall not be liable for any settlement of any proceeding effected without

its written consent, but if settled with such consent, the Company agrees to indemnify the Directed Share Underwriter Entities from and

against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time any Directed Share

Underwriter Entity shall have requested the Company to reimburse such Directed Share Underwriter Entity for fees and expenses of counsel

as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of

any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Company

of the aforesaid request and (ii) the Company shall not have reimbursed such Directed Share Underwriter Entity in accordance with such

request prior to the date of such settlement. The Company shall not, without the prior written consent of the Directed Share Underwriter

Entities, effect any settlement of any pending or threatened proceeding in respect of which any Directed Share Underwriter Entity is or

could have been a party and indemnity could have been sought hereunder by such Directed Share Underwriter Entity, unless (x) such settlement

includes an unconditional release of the Directed Share Underwriter Entities from all liability on claims that are the subject matter

of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf

of the Directed Share Underwriter Entity.

(g)

To the extent the indemnification provided for in paragraph (e) above is unavailable to a Directed Share Underwriter Entity or

insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the

Directed Share Underwriter Entity thereunder, shall contribute to the amount paid or payable by the Directed Share Underwriter Entity

as a result of such losses, claims, damages or liabilities (1) in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Directed Share Underwriter Entities on the other hand from the offering of the Directed Shares

or (2) if the allocation provided by clause 8(g)(1) above is not permitted by applicable law, in such proportion as is appropriate to

reflect not only the relative benefits referred to in clause 8(g)(1) above but also the relative fault of the Company on the one hand

and of the Directed Share Underwriter Entities on the other hand in connection with any statements or omissions that resulted in such

losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the

Company on the one hand and the Directed Share Underwriter Entities on the other hand in connection with the offering of the Directed

Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting

expenses) and the total underwriting discounts and commissions received by the Directed Share Underwriter Entities for the Directed Shares,

bear to the aggregate public offering price of the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or

alleged untrue statement of material fact or the omission or alleged omission to state a material fact, the relative fault of the Company

on the one hand and the Directed Share Underwriter Entities on the other hand shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company or by

the Directed Share Underwriter Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct

or prevent such statement or omission.

(h)

The Company and the Directed Share Underwriter Entities agree that it would be not just or equitable if contribution pursuant to

paragraph (i) above were determined by pro rata allocation (even if the Directed Share Underwriter Entities were treated as one entity

for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph

(i) above. The amount paid or payable by the Directed Share Underwriter Entities as a result of the losses, claims, damages and liabilities

referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or

other expenses reasonably incurred by the Directed Share Underwriter Entities in connection with investigating or defending such any action

or claim. Notwithstanding the provisions of paragraph (i) above, no Directed Share Underwriter Entity shall be required to contribute

any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the

public exceeds the amount of any damages that such Directed Share Underwriter Entity has otherwise been required to pay. No person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any

person who was not guilty of such fraudulent misrepresentation. The remedies provided for in paragraphs (e) through (h) are not exclusive

and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(i)

The indemnity and contribution provisions contained in paragraphs (e) through (h) shall remain operative and in full force and

effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Directed Share Underwriter

Entity or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of

the Directed Shares.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed

to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance

of its or their obligations under this Agreement, the remaining Underwriters, as the case may be, shall be obligated severally to take

up and pay for (in the respective proportions that the amount of the Securities set forth opposite their names in Schedule I hereto bears

to the aggregate amount of the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities

that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate

amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate

amount of the Securities set forth in Schedule I hereto, the Company shall be entitled to a period of 36 hours within which to procure

another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the

amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company

shall not have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of

the amount of such Securities to be purchased on such date, then this Agreement will terminate without liability to any non-defaulting

Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed

for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the Company or counsel for

the Representative are necessary in the Registration Statement, Prospectus or in any other documents or arrangements may be effected.

Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting

Underwriter for damages occasioned by its default hereunder.

10.

Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice

given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) there shall have occurred,

since the time of execution of this Agreement or since the respective dates as of which information is given in the Disclosure Package

or the Prospectus, any material adverse change or development in the condition (financial or otherwise), business or results of operations

of the Company and its subsidiaries, taken as a whole; (ii) trading in the Company’s Class A Common Stock shall have been suspended

by the Commission or the Exchange or trading in any securities generally on the New York Stock Exchange or NASDAQ Stock Market shall have

been suspended or materially limited or minimum prices shall have been established on either exchange; (iii) a banking moratorium shall

have been declared either by U.S. federal or New York State authorities; (iv) there shall have occurred a material disruption in commercial

banking or securities settlement or clearance services; or (v) there shall have occurred any outbreak or escalation of hostilities, declaration

by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to

make it, in the judgment of the Representative, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities

as contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).

11.

Qualified Independent Underwriter. The Company hereby confirms that at its request J.P. Morgan Securities LLC has without

compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of

Rule 5121 of FINRA in connection with the offering of the Securities. In addition to its obligations under Section 8(a) herein, the Company

will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU

within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities,

joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation

or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the

QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121

of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or

other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or

action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and

expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who

control such QIU within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act. The Company shall not be liable

under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect

to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder

(whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or

consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

12.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other

statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full

force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of the indemnified persons

referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 10 hereof

shall survive the termination or cancellation of this Agreement.

13.

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative,

will be mailed, delivered or telefaxed to c/o J.P. Morgan Securities LLC, [address] (fax: [fax number], Attention: Equity Syndicate Desk,

or, if sent to the Company, will be mailed or delivered to GMR Solutions Inc., [address], Attention: Thomas Cook; with a copy to Sunny

Cheong and Jessica A. Asrat, Simpson Thacher & Bartlett LLP, at [address] (fax no. [fax number]. The Company shall be entitled to

act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representative.

14.

Recognition of the U.S. Special Resolution Regimes.

(a)

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,

the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to

the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and

obligation, were governed by the laws of the United States or a state of the United States.

(b)

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

(c)

For purposes of this Section 14, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate”

in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)

Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

15.

Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors

and the indemnified persons referred to in Section 8 hereof and their respective successors and no other person will have any right or

obligation hereunder. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

16.

Applicable Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT WILL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN

THE STATE OF NEW YORK.

17.

Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October

26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including

the Company, which information may include the name and address of their respective clients, as well as other information that will allow

the underwriters to properly identify their respective clients.

18.

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement

is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which

it may be acting, on the other, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters,

(b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of

the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any

other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering

(irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company

agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary

or similar duty to the Company, in connection with such transaction or the process leading thereto. Any review by the Representative and

the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed

solely for the benefit of the Underwriters and shall not be on behalf of the Company.

19.

Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company

and the Underwriters, or any of them, with respect to the subject matter hereof.

20.

Waiver of Jury Trial. THE COMPANY AND EACH OF THE UNDERWRITERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY.

21.

Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each

of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange

of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective

execution and delivery of this Agreement. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf”

or “tif”) shall be deemed to be their original signatures for all purposes.

22.

Electronic Signatures. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed

to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,

as the case may be, to the extent and as provided for in any applicable law, including the U.S. federal ESIGN Act of 2000, the New York

State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties

hereto consent to conduct the transactions contemplated hereunder by electronic means.

23.

Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

24.

Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of

1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified

in Rule 501(b) of Regulation D.

“Agreement” shall mean this Underwriting

Agreement.

“Business Day” shall mean any day other

than a Saturday, a Sunday or a legal holiday or a day on which commercial banking institutions or trust companies are authorized or required

by law to close in New York City.

“Commission” shall mean the Securities

and Exchange Commission.

“Disclosure Package” shall mean (i) the

Preliminary Prospectus that is generally distributed to investors and used to offer the Securities, (ii) the Issuer Free Writing Prospectuses,

if any, and any other information identified in Schedule II hereto (including the pricing information provided orally by the underwriters),

and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the

Disclosure Package.

“Effective Date” shall mean each date

and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement

became or becomes effective.

“Exchange Act” shall mean the Securities

Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean 4:45 p.m.

on May 12, 2026.

“Free Writing Prospectus” shall mean

a free writing prospectus, as defined in Rule 405.

“Investment Company Act” shall mean the

Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Issuer Free Writing Prospectus” shall

mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any

preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the

Effective Date that omits Rule 430A Information.

“Prospectus” shall mean the prospectus

relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.

“Registration Statement” shall mean the

registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement

relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant

to Rule 430A, as amended at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration

Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration

Statement, as the case may be.

“Rule 158”, “Rule 163”, “Rule

164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430A” and

“Rule 433” refer to such rules under the Act.

“Rule 430A Information” shall mean information

with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective

pursuant to Rule 430A.

“Rule 462(b) Registration Statement”

shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration

statement referred to in Section 1(a) hereof.

“Testing-the-Waters Communication” means

any oral or written communication with potential investors undertaken in reliance on Rule 163B under of the Act.

“Written Testing-the-Waters Communication”

means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

If the foregoing is in accordance with your understanding

of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent

a binding agreement among the Company and the several Underwriters.

[Remainder of page intentionally

left blank; Signatures follow]

Very

truly yours,

GMR

Solutions Inc.

By:

/s/

Thomas A. A. Cook

Name:

Thomas

A. A. Cook

Title:

Executive

Vice President, General Counsel and Secretary

[Signature Page to Underwriting

Agreement]

The

foregoing Agreement is hereby confirmed and accepted as of the date first above written.

J.P.

Morgan Securities LLC

By:

/s/

Benjamin Burdett

Name:

Benjamin

Burdett

Title:

Head

of Healthcare ECM

For

itself and as Representative of the other several Underwriters named in Schedule I to the foregoing Agreement.

[Signature Page to Underwriting

Agreement]

Schedule

Underwriters

Number of

Underwritten

Securities

to be Purchased

J.P. Morgan Securities LLC

7,659,574

KKR Capital Markets LLC

7,180,851

BofA Securities, Inc.

5,585,106

Barclays Capital Inc.

2,792,553

Goldman Sachs & Co. LLC

2,792,553

Evercore Group L.L.C.

1,515,957

Citigroup Global Markets Inc.

1,356,383

Morgan Stanley & Co. LLC

1,276,596

UBS Securities LLC

1,276,596

Regions Securities LLC

159,575

Capital One Securities, Inc.

159,575

Loop Capital Markets LLC

79,787

Strong Capital

79,787

Total

31,914,893

Schedule

Schedule of Free Writing Prospectuses included in the Disclosure Package

· None.

Pricing Information Provided Orally by Underwriters:

· Price per share: $15.00.

· Number of Underwritten Securities to be sold by the Company: 31,914,893 shares of Class A Common Stock.

· Number of Option Securities to be sold by the Company: 4,787,233 shares of Class A Common Stock.

Schedule

III

Significant Subsidiaries

of the Company

Air Evac EMS, Inc.

Air Medical Group Holdings LLC

American Medical Response, Inc.

AMR HoldCo, Inc.

Global Medical Response, Inc.

GMR Intermediate Corp.

Med-Trans Corporation

Schedule

Written Testing-the-Waters

Communications

Investor Education

Presentation, dated November 2025

Investor Education

Presentation, dated January 2026

J.P. Morgan Healthcare

Conference Presentation, dated January 2026

Testing-the-Waters

Presentation, dated March 2026

Investor Day Presentation,

dated March 2026

A redacted version

of Amendment No. 2 to Draft Registration Statement on Form S-1, submitted to the Commission on March 25, 2026 in the form shared with

potential investors on March 26, 2026

EXHIBIT A

Form of Lock-Up Agreement

Lock-Up Agreement

GMR

Solutions Inc.

Public Offering of Class A Common Stock

May 12, 2026

J.P. Morgan Securities LLC

As Representative of the several Underwriters,

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”)

is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among GMR

Solutions Inc., a Delaware corporation (the “Company”) and you as the representative (the “Representative”) of

a group of underwriters named therein (the “Underwriters”), relating to an underwritten public offering of Class A Common

Stock, $0.0001 par value per share (the “Common Stock”), of the Company (the “Offering”).

In order to induce you and the other Underwriters

to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of J.P. Morgan Securities LLC, offer,

sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to,

result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the

undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the public filing (or participation in

the public filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put

equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated

thereunder with respect to, any shares of capital stock of the Company (“Shares”) or any securities convertible into, or exercisable

or exchangeable for such capital stock (“Related Securities”), or publicly announce an intention to effect any such transaction,

for a period from the date hereof until the close of business on the 180th day after the date of the Underwriting Agreement (the “lock-up

period”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Underwriting Agreement.

The foregoing restrictions shall not apply:

(i) to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a family member or to a trust, partnership,

limited liability company or other entity for the direct or indirect benefit of the undersigned and/or a family member; provided

that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such

Section and the related rules and regulations, the nature and conditions of such transfer and that the transferee is receiving and holding

such Shares and/or Related Securities subject to the provisions of this Letter Agreement;

(ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers of Shares

or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct

or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of Shares or Related Securities

to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the

undersigned;

(iii) if the undersigned is a trust, to transfers to the beneficiary of such trust;

(iv) to transfers to the undersigned’s affiliates (as defined under Rule 12b-2 of the Exchange Act) or to any investment fund or

other entity that controls or manages, or is controlled or managed by, or is under common control or management with, the undersigned;

(v) to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses

(i) through (iv);

(vi) to transfers to the Company (1) pursuant to the exercise of any options or outstanding warrants described in the Prospectus, including

transfers deemed to occur upon “net” or “cashless” exercise, or the vesting of any restricted stock awards or

the settlement of any restricted stock units and performance stock units granted by the Company pursuant to any incentive plans or otherwise

pursuant to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to

the Offering, where any Shares received by the undersigned upon any such exercise, vesting or settlement will be subject to the terms

of this Letter Agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the

exercise of any options or outstanding warrants described in the Prospectus, or the vesting of any restricted stock awards or the settlement

of any restricted stock units or performance stock units granted by the Company pursuant to any incentive plans or otherwise pursuant

to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to the Offering,

in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned upon any such

exercise, vesting or settlement will be subject to the terms of this Letter Agreement; provided that any filing under Section 16(a)

of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and

regulations, the reason for such disposition and that such transfer of Shares was solely to the Company;

(vii) to transfers pursuant to “sell to cover” transactions for the purpose of satisfying any (a) exercise price upon the exercise

of Company options that expire during the lock-up period and (b) tax withholding obligations upon the exercise of any options referred

to in (vii)(a), the vesting of any restricted stock awards or the settlement of any restricted stock units or performance stock units

granted by the Company pursuant to any incentive plans or otherwise pursuant to equity compensation plans or arrangements described in

or filed as an exhibit to the registration statement with respect to the Offering; provided that any filing under Section 16(a)

of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and

regulations, the reason for such disposition;

(viii) to transfers pursuant to an order of a court or regulatory agency (for purposes of this Letter Agreement, a “court or regulatory

agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental

or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange

or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that any filing under Section

16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules

and regulations, that such transfer is pursuant to an order of a court or regulatory agency;

(ix) to transfers of Shares or Related Securities to the Company pursuant to the call or put provisions of that certain amended and restated

management stockholders’ agreement, dated as of July 26, 2024 (as may be amended from time to time); provided that any filing

under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the

related rules and regulations, the reason for such disposition and that such transfer of Shares or Related Securities was solely to the

Company;

(x) to transfers from an executive officer or his or her estate to the Company upon death, disability or termination of employment, in

each case, of such executive officer;

(xi) to transfers of Shares acquired in the Offering or in open-market transactions after the completion of the Offering; provided

that no filing under Section 16(a) of the Exchange Act shall be voluntarily made during the lock-up period in connection with subsequent

sales of Shares or other securities acquired in the Offering or in such open-market transactions and that, if required, any filing under

Section 16(a) of the Exchange Act during the lock-up period shall indicate, to the extent permitted by such Section and the related rules

and regulations, the filing relates to the circumstances described in this clause (xi);

(xii) to transfers in response to a bona fide third party tender offer, merger, consolidation or other similar transaction made to or with

all holders of Shares or Related Securities involving a “change of control” (as defined below) of the Company occurring after

the consummation of the Offering, that has been approved by the board of directors of the Company, provided that in the event that

the tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Shares shall remain subject

to the terms of this Letter Agreement. For purposes of this clause (xii), “change of control” means the consummation of any

bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person”

(as defined in Section 13 (d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined

in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xiii) [to

transfers to permit lenders or finance counterparties (as well as any security agent, securities

intermediary and/or custodian) in connection with a loan (including any margin loan) or other

financing transaction provided to the undersigned and/or its affiliates to enforce their

security interest by foreclosing, selling, transferring, appropriating or otherwise disposing

of the Shares or Related Securities]1; and

(xiv) to enter into a written plan meeting the requirements of Rule 10b5-l under the Exchange Act for the transfer of Shares or Related

Securities that does not in any case provide for the transfer of Shares or Related Securities during the lock-up period; provided that

any filing under the Exchange Act or other public announcement made by any person regarding the establishment of such plan during the

lock-up period shall include a statement that the undersigned is not permitted to transfer securities under such plan during the lock-up

period in contravention of this Letter Agreement.

Provided,

further, that:

A. in the case of any transfer or distribution pursuant to clauses (i) through (v) above, it shall be a condition to such transfer that

each transferee executes and delivers to J.P. Morgan Securities LLC an agreement in form and substance satisfactory to J.P. Morgan Securities

LLC stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this Letter

Agreement and agrees not to sell or offer to sell such Shares and/or Related Securities, engage in any swap or engage in any other activities

restricted under this Letter Agreement except in accordance with this Letter Agreement (as if such transferee had been an original signatory

hereto); and

B. in the case of any transfer or distribution pursuant to clauses (i) through (v) and clause (x) above, prior to the expiration of the

lock-up period no filing by any party (donor, donee, transferor or transferee) under the Exchange Act (other than those required pursuant

to Section 13), or other public announcement reporting in the same filing a reduction in the aggregate beneficial ownership of Shares

by the undersigned and its affiliates shall be required or shall be made voluntarily in connection with such transfer or distribution.

1 To be included in institutional

investor lock-ups only.

Notwithstanding anything to the contrary in this

Letter Agreement, the restrictions set forth herein shall not apply to the exercise of any right with respect to a registration of any

Shares or Related Securities (the “Demand Rights”); provided that (i) no public announcement of the exercise of the

Demand Rights shall occur during the lock-up period, (ii) no transfer of the undersigned’s Shares or Related Securities proposed

to be registered pursuant to the exercise of the Demand Rights shall occur, and (iii) no registration statement shall be publicly filed

or announced, during the lock-up period. In addition, the undersigned agrees and consents to the entry of stop transfer instructions with

the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares or Related Securities except in

compliance with the foregoing restrictions.

If the undersigned is an officer or director of the

Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of Common

Stock the undersigned may purchase in the Offering.

The undersigned acknowledges and agrees that the

Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned

with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to

the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representative may be required or choose

to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representative and the

other Underwriters are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures

is intended to suggest that the Representative or any Underwriter is making such a recommendation.

If the undersigned is an officer or director of the

Company, (i) J.P. Morgan Securities LLC agrees that, at least three business days before the effective date of any release or waiver of

the foregoing restrictions in connection with a transfer of shares of Common Stock, J.P. Morgan Securities LLC will notify the Company

of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or

waiver by press release through a major news service at least two business days before the effective date of the release or waiver or,

as applicable, to disclose such release or waiver in the publicly filed registration statement in connection with a secondary offering.

Any release or waiver granted by J.P. Morgan Securities LLC hereunder to any such officer or director shall only be effective two business

days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is

effected solely to permit a transfer not for consideration or that is to an immediate family member (as defined in FINRA Rule 5130(i)(5))

and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration

that such terms remain in effect at the time of the transfer.

If for any reason the Underwriting Agreement shall

be terminated prior to the Closing Date, the agreement set forth above shall likewise be terminated.

If J.P. Morgan Securities LLC waives or terminates

any of the foregoing restrictions in connection with a transfer of Shares or Related Securities, with respect to any of the Shares or

Related Securities of any Major Holder (as defined below) (a “Triggering Release”), the provisions of this Letter Agreement

shall be waived or terminated, as applicable, to the same extent and on the same terms with respect to the same pro rata percentage of

Shares or Related Securities of the undersigned as the percentage of Shares or Related Securities being released in the Triggering Release

represent with respect to the securities held by the applicable Major Holder. Notwithstanding the foregoing, no waiver or termination

will constitute a Triggering Release, if (i) the aggregate number of Shares or Related Securities affected by all such discretionary releases,

waivers, or terminations, in whole or in part to any and all Major Holders (whether in one or multiple releases), is less than or equal

to 1.0% of the fully-diluted shares of Class A common stock of the Company as measured immediately prior to the consummation of the Offering,

(ii) the release is effective solely to permit a transfer not involving a disposition for value (not otherwise permitted by this Letter

Agreement) and the transferee agrees in writing to be bound by the same terms described in this Letter Agreement. For purposes of determining

record or beneficial ownership of a stockholder, all Shares or Related Securities held by investment funds or trusts affiliated with such

stockholder shall be aggregated or (iii) the release or waiver is granted due to circumstances of an emergency or hardship as determined

by J.P. Morgan Securities LLC in its sole judgment. For purposes of this Letter Agreement, each of the following persons is a “Major

Holder”: each (x) officer named in the Prospectus, (y) director named in the Prospectus, or (z) record or beneficial owner of 1.0%

or more of the Shares or Related Securities prior to the Offering (calculated on an as-converted, fully-diluted basis and as of the close

of business on the date set forth on the final prospectus used to sell the Shares). In the event that the undersigned is released from

any of its obligations under this Letter Agreement or, by virtue of this Letter Agreement, becomes entitled to engage in any of the transactions

described in the second paragraph hereof prior to the end date of the lock-up period, J.P. Morgan Securities LLC shall use its reasonable

best efforts to provide notification of such to the Company, and upon receipt of such notice, the Company will notify the undersigned

of the same within three business days thereof; provided that no failure by the Company to notify the undersigned shall give rise

to any claim or liability against J.P. Morgan Securities LLC or the Underwriters.

This Letter Agreement and any claim, controversy

or dispute arising under or related to this Letter Agreement shall be governed by, and construed in accordance with, the laws of the State

of New York.

Yours very truly,

Name:

Address:

List of Lock-Up Parties

EXHIBIT A-1

1. Pegasus Aggregator Holdco LLC

2. SIP V GMR Holdings II, L.P.

3. KED MDXL Investments, LLC

4. Nick Loporcaro

5. Edward Van Horne

6. Brian Tierney

7. Thomas Cook

8. Lisa Jacoba

9. Johnny Kim

10. Max Lin

11. Jan Stern Reed

12. Timothy Wicks

Form of Press Release

EXHIBIT B

GMR Solutions Inc.

[Date]

GMR

Solutions Inc. (the “Company”) announced today that J.P. Morgan Securities LLC, as lead book-running manager in the

Company’s recent public sale of [ ˜ ] shares of Class A Common

Stock, are [waiving] [releasing] a lock-up restriction with respect to [ ˜ ]

shares of the Company’s Class A Common Stock (or securities exercisable or convertible into [ ˜ ]

shares of the Company’s Class A Common Stock) held by [certain officers or directors] [an officer or director] of the Company. The

[waiver] [release] will take effect on [ ˜ ], 202[ ˜ ],

and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in

the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United

States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Form of Waiver of Lock-Up

ADDENDUM

GMR Solutions Inc.

Public Offering of Class A Common Stock

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This

letter is being delivered to you in connection with the offering by GMR Solutions Inc., a Delaware corporation (the “Company”)

of [ ˜ ] shares of Class A Common Stock, $0.0001 par value (the “Class

A Common Stock”), of the Company and the lock-up letter dated [ ˜ ],

2026 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release]

dated [ ˜ ], 202[ ˜ ],

with respect to [ ˜ ] shares of Class A Common Stock (or securities exercisable

or convertible into [ ˜ ] shares of the Company’s Class A Common Stock)

(collectively, the “Shares”).

J.P.

Morgan Securities LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect

to the Shares, effective [ ˜ ], 20[ ˜ ];

provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release]

by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter

will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the

Lock-up Letter shall remain in full force and effect.

Yours very truly,

J.P. Morgan Securities LLC

cc: Company

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2614803d1_ex3-1.htm · Sequence: 3

Exhibit 3.1

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION

GMR

Solutions Inc.

May 14,

2026

* * * *

The present name of the corporation

is GMR Solutions Inc. (the “Corporation”). The Corporation was incorporated under the name “Apache Buyer Corp.”

by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 9, 2015

(as amended and/or restated prior to the date hereof, the “Existing Certificate of Incorporation”). This Amended and

Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”),

which restates and integrates and also further amends the provisions of the Existing Certificate of Incorporation, was duly adopted in

accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (as the same exists or

may hereafter be amended from time to time, the “DGCL”) and by the written consent of its stockholders in accordance

with Section 228 of the DGCL. The Existing Certificate of Incorporation is hereby amended, integrated and restated in its entirety

to read as follows:

ARTICLE I

NAME

The name of the Corporation

is GMR Solutions Inc.

ARTICLE II

REGISTERED

OFFICE AND AGENT

The address of the registered

office of the Corporation in the State of Delaware is 251 Little Falls Drive, County of New Castle, Wilmington, DE 19808. The name of the registered agent of the Corporation in the State of Delaware

at such address is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Corporation

is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL.

The Corporation is, and shall

endeavor to take all action necessary to maintain status as, a “citizen of the United States” as the term is defined in Section 40102(a)(15)

of Subtitle VII of Title 49 of the United States Code, as may be amended from time to time, or in any similar legislation of the United

States enacted in substitution or replacement thereof, and as interpreted by the Department of Transportation, its predecessors and successors

(any such citizen of the United States, a “Citizen of the United States”).

ARTICLE IV

CAPITAL

STOCK

The total number of shares of

all classes of stock that the Corporation shall have authority to issue is 1,750,000,000 shares, all of which shares shall be divided

into two classes as follows:

1,500,000,000 shares of common stock,

par value $0.0001 per share (“Common Stock”), of which (a) 1,200,000,000 shares shall be a series designated as

Class A Common Stock (the “Class A Common Stock”) and (b) 300,000,000 shares shall be a series designated

as Class B Common Stock (the “Class B Common Stock”); and

250,000,000 shares of preferred stock,

par value $0.0001 per share (“Preferred Stock”).

For the avoidance of doubt,

the Class A Common Stock and the Class B Common Stock shall be two separate series of Common Stock and shall not be deemed to

be separate classes of capital stock.

A.            Blank

Check Preferred Stock Authorized. The Board of Directors of the Corporation (the “Board of Directors”) is hereby

expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series

of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series,

the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications,

limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series, which number the Board

of Directors may, except where otherwise provided in the designation of such series, increase (but not above the total number of authorized

shares of Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) as may be permitted by the

DGCL. The powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions

thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding.

B.            Common

Stock.

1.             Voting

Rights. Except as otherwise expressly provided herein or required by applicable law, each holder of record of Class A Common

Stock, as such, shall have one vote for each share of Class A Common Stock which is outstanding in his, her or its name on the books

of the Corporation on all matters on which stockholders are entitled to vote generally. Except as otherwise expressly provided herein

or required by applicable law, shares of Class B Common Stock shall have no voting rights, and shall not entitle the holders thereof

to any vote at any meeting of stockholders, with respect to any matter. The holders of shares of Common Stock shall not have cumulative

voting rights. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this

Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock)

that relates solely to the terms, number of shares, powers, designations, preferences or relative, participating, optional or other special

rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereof, of one or more outstanding

series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or

more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate

of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

Conversion of Class B Common Stock.

a)            Upon

any Transfer by a Class B Stockholder of shares of Class B Common Stock to any Person other than a Permitted Transferee of such

Class B Stockholder, the shares of Class B Common Stock so Transferred shall automatically, without any further action by such

Class B Stockholder and as a condition to the effectiveness of such Transfer, convert into one fully paid and nonassessable share

of Class A Common Stock.

b)            The

Corporation may, from time to time, establish such policies and procedures relating to the conversion of Class B Common Stock to

Class A Common Stock in accordance with this Section (B)(2) of Article IV and the general administration of this dual

series stock structure, including the issuance of stock certificates (or the establishment of book-entry positions) with respect thereto,

as it may deem necessary or advisable, and may request that holders of shares of Class B Common Stock furnish certifications, affidavits

or other proof to the Corporation as it deems necessary to verify the ownership of Class B Common Stock. A determination by the Board

of Directors that a Transfer results in a conversion to Class A Common Stock shall be conclusive and binding to the fullest extent

permitted by applicable law.

c)            In

the event of a conversion of shares of Class B Common Stock to shares of Class A Common Stock pursuant to this Section (B)(2) of

Article IV, such conversion(s) shall be deemed to have been effective immediately prior to the close of business at the time

that the Transfer of such shares occurred under Section (B)(2)(a) of Article IV (provided that, notwithstanding

anything to the contrary herein, if (x) any record date for determining the stockholders entitled to vote or consent to any matter

shall have been fixed with respect to any proposal on which stockholders are entitled to vote or provide consent, (y) the conversion

of any shares of Class B Common Stock to shares of Class A Common Stock shall not have been registered on the books and records

of the Corporation as of such record date, the shares of Class A Common Stock issued upon the conversion of such shares of Class B

Common Stock shall have no voting rights on such proposal or matter, even if the conversion is deemed to have occurred prior to such record

date). Upon any conversion of shares of Class B Common Stock to Class A Common Stock pursuant to this Section (B)(2) of

Article IV, all rights of the holder of such shares of Class B Common Stock shall cease and the person or persons in whose names

or names the certificate or certificates (or book-entry position(s) representing the shares of Class A Common Stock) are to

be issued shall be treated for all purposes as having become the record holder or holders of such number of shares of Class A Common

Stock into which such shares of Class B Common Stock were converted. Notwithstanding anything to the contrary in Section (B)(2) of

Article IV, if the date on which any share of Class B Common Stock is converted into Class A Common Stock pursuant to the

provisions of Section (B)(2) of Article IV occurs after the record date for the determination of the Class B Stockholders

entitled to receive any dividend or distribution to be paid on the shares of Class B Common Stock, the Class B Stockholders

as of such record date will be entitled to receive such dividend or distribution on such payment date; provided, that, notwithstanding

any other provision of this Amended and Restated Certificate of Incorporation, to the extent that any such dividend or distribution is

payable in shares of Class B Common Stock, such shares of Class B Common Stock shall automatically be converted to shares of

Class A Common Stock, on a one-to-one basis.

d)            The

Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely

for the purpose of effecting the conversion of the shares of Class B Common Stock pursuant to this Section (B)(2) of Article IV,

such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding

shares of Class B Common Stock into shares of Class A Common Stock.

3.             For

purposes of this Section (B)(2) of Article IV, references to:

a)            “Affiliate”

means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, another person. Notwithstanding the foregoing, the Corporation, its subsidiaries and its other controlled Affiliates shall not be

considered Affiliates of any of the Class B Stockholders or any of such Class B Stockholders’ Affiliates (other than the

Corporation, its subsidiaries and its other controlled Affiliates). The term “Affiliated” has a meaning correlative

to the foregoing.

b)            “Class B

Stockholder” means (i) the registered holder of a share of Class B Common Stock issued at or prior to the IPO Date

(as defined below), (ii) the registered holder of any shares of Class B Common Stock that are originally issued by the Corporation

after the IPO Date (including, without limitation upon exercise of options or warrants and settlement of restricted stock units) or (iii) a

Permitted Transferee of the foregoing registered holders in clauses (i) and (ii).

c)            “Permitted

Transferee” means, with respect to any Class B Stockholder, (i) any of its controlled Affiliates or (ii) an Affiliated

private equity fund of such stockholder that remains such an Affiliate or Affiliated private equity fund of such Class B Stockholder.

d)            “Transfer”

means, directly or indirectly, any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share

or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law,

including by merger, consolidation, statutory conversion, domestication or transfer, share exchange, business combination or otherwise.

A Transfer shall also include, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless

of whether or not there is a corresponding change in beneficial ownership). Notwithstanding the foregoing, the following shall not be

considered a Transfer: (i) granting a revocable proxy to officers or directors of the Corporation at the request of the Board of

Directors (or any committee thereof) in connection with actions to be taken at an annual or special meeting of stockholders of the Corporation

or by written consent in lieu of a meeting of stockholders of the Corporation; (ii) pledging shares of Class B Common Stock

by a Class B Stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness

transaction; provided, however, that a foreclosure on such shares of Class B Common Stock or other similar action by

the pledgee shall constitute a Transfer; or (iii) entering into, or reaching an agreement,

arrangement or understanding regarding, a support, voting, tender or similar agreement or arrangement (with or without a proxy) in connection

with a merger, consolidation, conversion, transfer, asset transfer, asset acquisition or any other transaction approved by the Board of

Directors or any committee thereof.

C.            Except

as otherwise required by law, holders of any series of Preferred Stock, as such, shall be entitled to only such voting rights, if any,

as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any certificate of designation

relating to such series of Preferred Stock).

D.            Subject

to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock

having a preference over or the right to participate with the Common Stock with respect to the payment of dividends and other distributions

in cash, property or shares of stock of the Corporation, dividends and other distributions may be declared and paid ratably on the Common

Stock out of the assets of the Corporation which are legally available for this purpose at such times and in such amounts as the Board

of Directors in its discretion shall determine.

Upon the dissolution, liquidation or winding up of the Corporation, after

payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the

holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to

participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation

or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation

available for distribution to its stockholders ratably in proportion to the number of shares held by them.

F.             The

number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof

then outstanding plus, in the case of the Class A Common Stock, the number of shares of Class A Common Stock issuable upon a

conversion of all then outstanding shares of Class B Common Stock) by the requisite vote of the stockholders entitled to vote thereon

irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders

of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is

expressly required therefor pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation

relating to any series of Preferred Stock).

G.            All

(x) shares of capital stock of, or other equity interests in, the Corporation, (y) securities convertible into or exchangeable

for shares of capital stock, voting securities or other equity interests in the Corporation, or (z) options, warrants or other rights

to acquire the securities described in clauses (x) and (y), whether fixed or contingent, matured or unmatured, contractual, legal,

equitable or otherwise (collectively, “Voting Equity Securities”) shall be subject to the following limitations:

1.             Non-Citizen

Voting and Ownership Limitations.

a)            In

no event shall persons or entities who fail to qualify as a Citizen of the United States, including any agent, trustee or representative

of such persons or entities (a “Non-Citizen”), be entitled to own (beneficially or of record) and/or control more than

24.9% of the aggregate votes of all outstanding Voting Equity Securities of the Corporation (the “Voting Cap Amount”).

b)            The

restrictions imposed by the Voting Cap Amount shall be applied pro rata among the holders of Voting Equity Securities who fail to qualify

as Citizens of the United States based on the number of votes to which the underlying Voting Equity Securities are entitled. Notwithstanding

anything herein to the contrary, in the event that Non-Citizens shall own (beneficially or of record) or have voting control over any

Voting Equity Securities with respect to any proposal or matter to be acted upon by the stockholders, the voting rights and powers of

such persons shall be automatically reduced pro rata among the Non-Citizen holders of Voting Equity Securities entitled to vote thereon.

2.             Beneficial

Ownership Inquiry.

a)            The

Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders of the Corporation

in connection with the annual meeting (and any special meeting) of the stockholders of the Corporation, or otherwise) require a Person

that is a holder of record of Voting Equity Securities or that the Corporation knows to have, or has reasonable cause to believe has,

Beneficial Ownership of Voting Equity Securities to, as applicable, certify in such manner as the Corporation shall deem appropriate (including

by way of execution of any form of proxy or ballot by such Person) that, to the knowledge of such Person, the number and class or series

of Voting Equity Securities owned of record or that are Beneficially Owned by such Person that are owned or controlled by Persons who

are Non-Citizens are as set forth in such certification.

For the avoidance of doubt, affirmative

certification with respect to any such inquiry shall only be provided by Non-Citizens. Certification from any Person who is a holder of

record or who Beneficially Owns Voting Equity Securities shall not be required in response to any such inquiry if all such Voting Equity

Securities are owned and controlled only by Citizens of the United States.

b)            With

respect to any Voting Equity Securities identified by such Person in response to Section G(2)(a) of this Article IV, the

Corporation may require such Person to provide such further information as the Corporation may reasonably require in order to implement

the provisions of this Article IV.

c)             For

purposes of this Section G(2) of Article IV, references to:

(1)            “Beneficial

Ownership” and “Beneficially Owned” means beneficial ownership as defined in Rule 13d-3 (without regard

to the 60-day provision in paragraph (d)(l)(i) thereof) under the United States Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

(2)            “Person”

means any person or entity of any nature whatsoever, including an individual, a corporation, a limited liability company, a partnership,

a trust or other entity.

3.             Enforcement

of Cap Amounts. The Bylaws (as defined below) shall contain provisions to implement this Section G of Article IV, including,

without limitation, provisions restricting or removing voting rights as to shares of Voting Equity Securities owned or controlled by Non-Citizens.

Any determination as to ownership, control or citizenship made by the Board of Directors (or any committee of the Board of Directors or

officer of the Corporation pursuant to which the Board of Directors has delegated authority to make such determinations) shall be conclusive

and binding as between the Corporation and any stockholder to the fullest extent permitted by applicable law.

4.             Legend

for Voting Equity Securities. Each certificate or other representative document for Voting Equity Securities (including each such

certificate or representative document for Voting Equity Securities issued upon any permitted transfer of Voting Equity Securities) shall

contain a legend in substantially the following form:

“THE TYPE OF

EQUITY SECURITIES REPRESENTED BY THIS CERTIFICATE/REPRESENTATIVE DOCUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OWNERSHIP, AND RESTRICTIONS

ON VOTING, WITH RESPECT TO TYPE OF EQUITY SECURITIES HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED

STATES” AS SUCH TERM IS DEFINED BY RELEVANT LEGISLATION. SUCH RESTRICTIONS ARE CONTAINED IN THE AMENDED AND RESTATED CERTIFICATE

OF INCORPORATION OF THE CORPORATION, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AND THE BYLAWS OF THE CORPORATION,

AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF SUCH RESTATED CERTIFICATE OF INCORPORATION

AND SUCH BYLAWS SHALL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF SUCH SHARES OF TYPE OF EQUITY SECURITIES UPON WRITTEN REQUEST TO THE

SECRETARY OF THE CORPORATION.”

ARTICLE V

AMENDMENT

OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

A.            For

so long as KKR (as defined below) beneficially owns, in the aggregate, at least 30% in voting power of the outstanding shares of capital

stock of the Corporation entitled to vote generally in the election of directors, this Amended and Restated Certificate of Incorporation

may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted,

by the affirmative vote of the requisite holders of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon

required by applicable law. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary,

at any time when KKR beneficially owns, in the aggregate, less than 30% in voting power of the outstanding shares of capital stock of

the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the following

provisions in this Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part,

and any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66⅔%

in voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a

single class: this Article V, Article VI, Article VII, Article VIII, Article IX and Article X. For the purposes

of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3

promulgated under the Exchange Act.

B.            The

Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the amended and restated bylaws

of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in

any manner not inconsistent with the DGCL or this Amended and Restated Certificate of Incorporation. For so long as KKR beneficially owns,

in the aggregate, at least 30% in voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally

in the election of directors, in addition to any vote of the holders of any class, classes or series of capital stock of the Corporation

required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or by applicable law,

the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of capital stock of the Corporation

entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter,

amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith. Notwithstanding

anything to the contrary contained in this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise

permit a lesser vote of the stockholders, at any time when KKR beneficially owns, in the aggregate, less than 30% in voting power of the

outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote

of the holders of any class, classes or series of capital stock of the Corporation required herein (including any certificate of designation

relating to any series of Preferred Stock), by the Bylaws or by applicable law, the affirmative vote of the holders of at least 66⅔%

in voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a

single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part,

any provision of the Bylaws or to adopt any provision inconsistent therewith.

ARTICLE VI

BOARD

OF DIRECTORS

A.            Except

as otherwise provided in this Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation

shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions

of Article IV (including any certificate of designation relating to any series of Preferred Stock) and this Article VI relating

to the rights of the holders of any series of Preferred Stock to elect additional directors and subject to the applicable requirements

of the Amended and Restated Stockholders’ Agreement, dated as of May 12, 2026 (in the form set forth in Annex A hereto

and as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”),

the total number of directors constituting the whole Board of Directors shall be determined from time to time exclusively by resolution

adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock,

voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes

designated Class I, Class II and Class III. Class I directors shall initially serve for a term expiring at the first

annual meeting of stockholders following the date the Class A Common Stock is first publicly traded (the “IPO Date”),

Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date

and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date.

At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for

a term expiring at the third succeeding annual meeting of stockholders. If the total number of such directors is changed, any increase

or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible,

and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall

hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors

remove or shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her

term expires and until his or her successor shall be elected and qualified, or his or her earlier death, resignation, retirement, disqualification

or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office prior to the

IPO Date to their respective class.

B.            Subject

to the rights granted to the holders of any one or more series of Preferred Stock then outstanding or the rights granted pursuant to the

Stockholders Agreement, by and among the Corporation, certain affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with

its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively,

“KKR”) and other parties party thereto, any newly created directorship on the Board of Directors that results from

an increase in the number of directors and any vacancy occurring on the Board of Directors (whether by death, resignation, retirement,

disqualification, removal or other cause) shall be filled by a majority of the directors then in office (other than the directors elected

by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the

case may be), even if less than a quorum, by any sole remaining director or by the stockholders; provided, however, that

at any time when KKR beneficially owns, in the aggregate, less than 30% in voting power of the outstanding shares of capital stock of

the Corporation entitled to vote generally in the election of directors, any newly created directorship on the Board of Directors that

results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall, unless otherwise required

by law or by resolution of the Board of Directors, be filled only by a majority of the directors then in office (other than the directors

elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series,

as the case may be), even if less than a quorum, or by any sole remaining director (and not by the stockholders). Notwithstanding the

foregoing, any vacancy occurring as a result of the death, resignation, removal or disqualification of a director nominated by KKR (“KKR

Nominee”) shall be filled solely by KKR pursuant to the Stockholders Agreement. Any director elected to fill a vacancy or newly

created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his

or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

C.            Subject

to rights granted to KKR under the Stockholders Agreement, any or all of the directors (other than the directors elected by the holders

of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may

be removed at any time either with or without cause by the affirmative vote of the holders of a majority in voting power of all outstanding

shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class; provided, however,

that at any time when KKR beneficially owns, in the aggregate, less than 30% in voting power of the outstanding shares of capital stock

of the Corporation entitled to vote generally in the election of directors, any such director or all such directors (other than the directors

elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more such series, as the

case may be) may be removed only for cause and only by the affirmative vote of the holders of at least 66⅔% in voting power of

all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class. Notwithstanding

anything to the contrary herein, for so long as KKR is entitled to nominate a KKR Nominee, (i) no KKR Nominee shall be removed as

a director without, in addition to any vote required herein or by applicable law, the affirmative vote of the holders of a majority of

the outstanding shares beneficially owned by KKR and (ii) any KKR Nominee shall cease to be qualified as, and shall cease to be,

a director upon delivery by KKR of a written instrument advising that such KKR Nominee shall cease to serve as a KKR Nominee.

D.            Elections

of directors need not be by written ballot unless the Bylaws shall so provide.

E.             During

any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have

the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues:

(i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified

number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed

pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have

been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever

occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided

by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock

having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office

of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation,

disqualification or removal of such additional directors, shall forthwith automatically terminate, the person or persons serving as such

additional directors shall automatically cease to be qualified to serve as a director and shall automatically cease to be a director and

the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

ARTICLE VII

limitation

of director and officer liability

A.            To

the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director or officer of the Corporation shall

not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation

or its stockholders. All references in this Article VII to a director shall be deemed to refer to such other person or persons, if

any, who pursuant to a provision of this Amended and Restated Certificate of Incorporation in accordance with Section 141(a) of

the DGCL exercise or perform any of the powers or duties otherwise conferred upon the Board of Directors by the DGCL.

B.            Neither

the amendment nor repeal of this Article VII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation,

nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right

or protection of a current or former director or officer of the Corporation existing at the time of such amendment, repeal, adoption or

modification.

ARTICLE VIII

CONSENT

OF STOCKHOLDERS IN LIEU OF MEETING, ANNUAL AND SPECIAL MEETINGs OF STOCKHOLDERS

A.            At

any time when KKR beneficially owns, in the aggregate, at least 30% in voting power of the outstanding shares of capital stock of the

Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special

meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents

in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number

of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered to the Corporation in accordance with the applicable procedures of the DGCL. At any time when KKR beneficially

owns, in the aggregate, less than 30% in voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally

in the election of directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at

a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided,

however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or

separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to

the extent expressly so provided by the applicable certificate(s) of designation relating to such series of Preferred Stock.

B.            Except

as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders

of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the

Chairperson of the Board of Directors or the lead director of the Board of Directors (the “Lead Director”), if any;

provided, however, that at any time when KKR beneficially owns, in the aggregate, at least 30% in voting power of the outstanding

shares of capital stock of the Corporation entitled to vote generally in the election of directors, special meetings of the stockholders

of the Corporation for any purpose or purposes shall also be called by or at the direction of the Board of Directors, the Chairperson

of the Board of Directors or the Lead Director, if any, at the request of KKR.

C.            An

annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other

business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed

exclusively by resolution of the Board of Directors or a duly authorized committee thereof.

ARTICLE IX

competition

and corporate opportunities

A.            In

recognition and anticipation that (i) certain directors, principals, members, officers, associated funds, employees and/or other

representatives of KKR and its Affiliates may serve as directors, officers or agents of the Corporation, (ii) KKR and its Affiliates

may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation,

directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation,

directly or indirectly, may engage, and (iii) members of the Board of Directors who are not employees of the Corporation (“Non-Employee

Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related

lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap

with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set

forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business

opportunities as they may involve any of KKR, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties

and liabilities of the Corporation and its directors, officers and stockholders in connection therewith, subject to the provisions set

out in the Stockholders Agreement.

B.            To

the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity

to participate in, any business opportunity which may be a corporate opportunity for (i) KKR or any of its Affiliates or (ii) any

Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and

officer capacities) or his or her Affiliates (the Persons (as defined below) identified in (i) and (ii) above being referred

to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) and the

Corporation or any of its Affiliates, except as provided in Section (D) of this Article IX.

C.            Without

limiting the foregoing, but subject to Section (D) of this Article IX, the Corporation and its Affiliates do not have any

rights in and to (and hereby renounce any interest or expectancy in) the business ventures of any Identified Person, or the income or

profits derived therefrom, and the Corporation agrees that each of the Identified Persons may do business with any potential or actual

customer or supplier of the Corporation or may employ or otherwise engage any officer or employee of the Corporation.

D.            Notwithstanding

the foregoing, the Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including

any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely

in his or her capacity as a director or officer of the Corporation, and the provisions of Section (B) or (C) of this Article IX

shall not apply to any such corporate opportunity.

E.             In

addition to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to be a

potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially

or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business

or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

For purposes of this Article IX, (i) “Affiliate” shall mean

(a) in respect of KKR, any Person that, directly or indirectly, is controlled by KKR, controls KKR, or is under common control

with KKR, and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any

of the foregoing (other than the Corporation and any Person that is controlled by the Corporation), (b) in respect of a

Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the

Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that,

directly or indirectly, is controlled by the Corporation; and (ii) “Person” shall mean any individual,

corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

G.            To

the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation

shall be deemed to have notice of and to have consented to the provisions of this Article IX. Neither the alteration, amendment,

addition to or repeal of this Article IX, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation

(including any certificate of designation relating to any series of Preferred Stock) inconsistent with this Article IX, shall eliminate

or reduce the effect of this Article IX in respect of any business opportunity first identified or any other matter occurring, or

any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment, addition,

repeal or adoption.

ARTICLE X

dgcl

section 203 and business combinations

A.            The

Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

B.            Notwithstanding

the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s

Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder

(as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

1. prior to such time, the Board of Directors approved either the business combination or the transaction

which resulted in the stockholder becoming an interested stockholder, or

2. upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder,

the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction

commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested

stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee

participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or

exchange offer, or

3. at or subsequent to such time, the business combination is approved by the Board of Directors and authorized

at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding

voting stock of the Corporation which is not owned by the interested stockholder.

C.            For

purposes of this Article X, references to:

1. “affiliate” means a person that directly, or indirectly through one or more intermediaries,

controls, or is controlled by, or is under common control with, another person.

2. “associate,” when used to indicate a relationship with any person, means: (i) any

corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly

or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at

least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative

or spouse of such person, or any relative of such spouse, who has the same residence as such person.

3. “business combination,” when used in reference to the Corporation and any interested

stockholder of the Corporation, means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of

the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association

or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation

Section (B) of this Article X is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series

of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of

a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which

assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined

on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect

majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except:

(a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of

the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such;

(b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made,

or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or

any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent

to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on

the same terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however,

that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in the interested stockholder’s

proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result

of immaterial changes due to fractional share adjustments);

(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation

which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities

convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder,

except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares

of stock not caused, directly or indirectly, by the interested stockholder; or

(v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately

as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly

permitted in subsections (i)-(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

4. “control,” including the terms “controlling,” “controlled

by” and “under common control with,” means the possession, directly or indirectly, of the power to direct

or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise.

A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or

other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary.

Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for

the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who

do not individually or as a group have control of such entity.

5. “interested stockholder” means any person (other than the Corporation or any direct

or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of

the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting

stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined

whether such person is an interested stockholder; and the affiliates and associates of such person; but “interested stockholder”

shall not include or be deemed to include, in any case, (a) KKR, any KKR Direct Transferee, any KKR Indirect Transferee or any of

their respective affiliates or successors or any “group,” or any member of any such group, to which such persons are a party

under Rule 13d-5 of the Exchange Act, or (b) any person whose ownership of shares in excess of the 15% limitation set forth

herein is the result of any action taken solely by the Corporation, provided that in the case of the foregoing clause (b), such

person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except

as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person

is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the

person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation

which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options,

or otherwise.

6. “KKR Direct Transferee” means any person that acquires (other than in a registered

public offering or through a broker’s transaction executed on any securities exchange or other over-the-counter market) directly

from any of KKR or any of its respective affiliates or successors or any “group,” or any member of any such group, of which

such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 5% or more of the then-outstanding voting stock

of the Corporation.

7. “KKR Indirect Transferee” means any person that acquires (other than in a registered

public offering or through a broker’s transaction executed on any securities exchange or other over-the-counter market) directly

from any KKR Direct Transferee or any other KKR Indirect Transferee beneficial ownership of 5% or more of the then-outstanding voting

stock of the Corporation.

8. “owner,” including the terms “own” and “owned,”

when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(i) beneficially owns such stock, directly or indirectly; or

(ii) has (a) the right to acquire such stock (whether such right is exercisable immediately or only after

the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights,

warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant

to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is

accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided,

however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the

agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy

or consent solicitation made to ten (10) or more persons; or

(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except

voting pursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock

with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

9. “person” means any individual, corporation, partnership, unincorporated association

or other entity.

10. “stock” means, with respect to any corporation, capital stock and, with respect to

any other entity, any equity interest.

11. “voting stock” means stock of any class or series entitled to vote generally in the

election of directors.

ARTICLE XI

MISCELLANEOUS

A.            If

any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable

as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any

other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation,

each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid,

illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired

thereby and (ii) to the fullest extent permitted by law, the provisions of this Amended and Restated Certificate of Incorporation

(including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing

any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors,

officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to

the fullest extent permitted by law.

B.            The

provisions of Annex A shall be operative provisions of this Amended and Restated Certificate of Incorporation solely to the extent incorporated

by reference in this Amended and Restated Certificate of Incorporation (excluding, for such purpose, Annex A). Notwithstanding anything

to the contrary herein, for so long as the Stockholders’ Agreement is in effect, (a) KKR and its affiliates shall have and

may exercise all such rights conferred upon them under the Stockholders’ Agreement to the fullest extent permitted by applicable

law, including the right to nominate KKR Nominees and to appoint any director that is a KKR Nominee to any committee of the Board of Directors,

(b) the total number of directors constituting the Board of Directors shall not be less than the minimum number of directors that

KKR and its affiliates are entitled to and actually so designate thereunder, and (c) the total number of directors constituting the

Board of Directors in effect at any time shall be automatically increased to the extent required to give effect to the exercise of rights

of KKR and its affiliates to nominate, appoint or cause the appointment of a director nominee KKR and its affiliates are entitled to nominate

or appoint. From and after the time the Stockholders Agreement is terminated in accordance with its terms, this Amended and Restated Certificate

of Incorporation shall be deemed to be automatically amended to eliminate the Stockholders Agreement from Annex A and all references to

the Stockholders Agreement or the provisions thereof as are set forth herein. Notwithstanding anything herein to the contrary, with respect

to any amendment to this Amended and Restated Certificate of Incorporation that solely amends Annex A hereto to reflect any amendment

and/or restatement of the Stockholders’ Agreement effected in accordance with the terms of such Stockholders’ Agreement, the

holders of Common Stock whose consent or approval is required to effect such amendment and/or restatement to the Stockholders’ Agreement

pursuant to the terms thereof shall be the sole and exclusive holders of Common Stock, as such, entitled to vote on such amendment to

this Amended and Restated Certificate of Incorporation and all other holders of Common Stock, as such, shall have no voting power on such

amendment to this Certificate of Incorporation. Any such amendment may be approved by the consent of such stockholders in lieu of a meeting.

For purposes of this Article XI,

“affiliate” shall mean in respect of KKR, any Person that, directly or indirectly, is controlled by KKR, controls KKR,

or is under common control with KKR, and shall include any principal, member, director, partner, stockholder, officer, employee or other

representative of any of the foregoing (other than the Corporation and any Person that is controlled by the Corporation).

B.            Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if such

court does not have subject matter jurisdiction, another state or federal court (as appropriate) located within the State of Delaware)

shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought

on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director,

officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action

asserting a claim arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws

(as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of

the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine. Unless the Corporation consents

in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United

States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal

securities laws of the United States of America, including any claims under the Securities Act of 1933, as amended, and the Exchange Act.

To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital

stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section (B) of Article XI.

[Remainder of Page Intentionally Left Blank]

WITNESS WHEREOF, GMR Solutions Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its

duly authorized officer on the date first set forth above.

GMR SOLUTIONS INC.

By:

/s/

Thomas A. A. Cook

Name:

Thomas A.A. Cook

Title:

Executive Vice President, General Counsel and

Secretary

Annex A

[Omitted]

A-1

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2614803d1_ex3-2.htm · Sequence: 4

Exhibit 3.2

SECOND AMENDED AND RESTATED

BYLAWS

GMR SOLUTIONS INC.

ARTICLE I

Citizenship and Offices

SECTION 1.01         Citizenship.

GMR Solutions Inc. (the “Corporation”) is, and shall endeavor to take all action necessary to maintain status as, a

“citizen of the United States” as the term is defined in Section 40102(a)(15) of Subtitle VII of Title 49 of the United

States Code, as may be amended from time to time, or in any similar legislation of the United States enacted in substitution or replacement

thereof, and as interpreted by the Department of Transportation, its predecessors and successors (“Citizen of the United States”).

SECTION 1.02         Registered

Office. The registered office and registered agent of the Corporation in the State of Delaware shall be as set forth in the Certificate

of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and

may change the Corporation’s registered agent) as the Board of Directors of the Corporation (the “Board of Directors”)

may, from time to time, determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01         Annual

Meetings. Annual meetings of stockholders may be held at such place, if any, either within or without the State of Delaware, and at

such time and date as the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may, in its sole

discretion, determine that annual meetings of stockholders shall not be held at any place, but may instead be held solely by means of

remote communication as described in Section 2.12 of these Amended and Restated Bylaws in accordance with Section 211(a)(2) of

the General Corporation Law of the State of Delaware (the “DGCL”). The Board of Directors may postpone, reschedule

or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

SECTION 2.02         Special

Meetings. Special meetings of the stockholders may only be called in the manner provided in the Corporation’s certificate of

incorporation as then in effect (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”)

and may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors,

the Chairperson of the Board of Directors or the Lead Director of the Board of Directors (the “Lead Director”), if

any, shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion, determine that special meetings

of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.12

of these Amended and Restated Bylaws in accordance with Section 211(a)(2) of the DGCL. The Board of Directors may postpone,

reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors, the Chairperson of the Board

of Directors or the Lead Director, if any; provided, however, that with respect to any special meeting of stockholders previously

scheduled by the Board of Directors, the Chairperson of the Board of Directors or the Lead Director, if any, at the request of KKR (as

defined in the Certificate of Incorporation), the Board of Directors shall not postpone, reschedule or cancel such special meeting without

the prior written consent of KKR.

SECTION 2.03         Notice

of Stockholder Business and Nominations.

(A)           Annual

Meetings of Stockholders.

(1)            Nominations

of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made

at an annual meeting of stockholders only (a) as provided in the Stockholders Agreement (as defined in the Certificate of Incorporation)

(with respect to nominations of persons for election to the Board of Directors only), (b) pursuant to the Corporation’s notice

of meeting (or any supplement thereto) delivered pursuant to Section 2.04 of Article II of these Amended and Restated Bylaws,

(c) by or at the direction of the Board of Directors or any authorized committee thereof or (d) by any stockholder of the Corporation

who is entitled to vote at the meeting, who, subject to paragraph (C)(4) of this Section 2.03, complied with the notice procedures

set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who was a stockholder of record at the time such notice

is delivered to the Secretary of the Corporation.

(2)            For

nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (d) of paragraph

(A)(1) of this Section 2.03, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation,

and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must constitute

a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation

at the principal executive offices of the Corporation by the close of business, not less than ninety (90) days nor more than one hundred

and twenty (120) days prior to the date of the first anniversary of the preceding year’s annual meeting (which date shall, for purposes

of the Corporation’s first annual meeting of stockholders after shares of its Common Stock (as defined in the Certificate of Incorporation)

are first publicly traded, be deemed to have occurred on June 1, 2026); provided, however, that in the event that the date

of the annual meeting is advanced by more than thirty (30) days or delayed by more than seventy (70) days from the anniversary date of

the previous year’s meeting, or, following the Corporation’s first annual meeting of stockholders after shares of its Common

Stock are first publicly traded, if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so

delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later

than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the

day on which public announcement (as defined below) of the date of such meeting is first made by the Corporation. The number of nominees

a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial

owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall

not exceed the number of directors to be elected at such annual meeting. Public announcement of an adjournment or postponement of an annual

meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Notwithstanding

anything in this Section 2.03(A)(2) to the contrary, if the number of directors to be elected to the Board of Directors at an

annual meeting is increased after the time period for which nominations would otherwise be due under this Section 2.03 and there

is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of

Directors at least one hundred (100) calendar days prior to the first anniversary of the prior year’s annual meeting of stockholders,

then a stockholder’s notice required by this Section 2.03 shall be considered timely, but only with respect to nominees for

any new directorships created by such increase, if it is received by the Secretary of the Corporation not later than the close of business

on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.

(3)            A

stockholder’s notice delivered pursuant to this Section 2.03 shall set forth (a) as to each person whom the stockholder

proposes to nominate for election or re-election as a director, (i) all information relating to such person that is required to be

disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant

to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and

regulations promulgated thereunder, (ii) such person’s written consent to being named in the proxy statement and accompanying

proxy card as a nominee and to serving as a director if elected, (iii) a questionnaire completed and signed by such person (in the

form to be provided by the Secretary upon written request of any stockholder of record within ten (10) calendar days of such request)

with respect to the background and qualification of such proposed nominee and (iv) a written representation and agreement (in the

form to be provided by the Secretary upon written request of any stockholder of record within ten (10) calendar days of such request)

that such proposed nominee (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not

given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation,

will act or vote on any issue or question that has not been disclosed to the Corporation or that could limit or interfere with such proposed

nominee’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding

with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification

in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation, and (C) would

be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed corporate governance,

code of conduct and ethics, conflict of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines

of the Corporation applicable to directors; (b) as to any other business that the stockholder proposes to bring before the meeting,

a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text

of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Amended and Restated

Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in

such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder

giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of

such stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner, (ii) the class or series

and number of shares of capital stock of the Corporation that are owned, directly or indirectly, beneficially and of record by such stockholder

and such beneficial owner, including any shares of any class or series of capital stock of the Corporation as to which such stockholder

and such beneficial owner or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future,

(iii) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of the giving of the

notice, will be entitled to vote at such meeting and will appear in person (which, for the avoidance of doubt, includes remote appearance

at virtual meetings) or by proxy at the meeting to propose such business or nomination, (iv) a representation whether the stockholder

or the beneficial owner, if any, will be or is part of a group that will (x) deliver a proxy statement and/or form of proxy to holders

of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal

or elect the nominee and/or (y) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination, and/or

(z) solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, (v) a

certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other

legal requirements in connection with (x) the stockholder’s and/or beneficial owner’s acquisition of shares of capital

stock or other securities of the Corporation and/or (y) the stockholder’s and/or the beneficial owner’s acts or omissions

as a stockholder of the Corporation and (vi) any other information relating to such stockholder and beneficial owner, if any, required

to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable,

the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of

the Exchange Act and the rules and regulations promulgated thereunder; (d) a description of any agreement, arrangement or understanding

with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation entered into

by the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made or any of their

respective affiliates or associates (collectively, “proponent persons”), including, in the case of a nomination, any

such agreement, arrangement or understanding (whether oral or written) with any proposed nominee(s), including any such agreements, arrangements

or understandings relating to any compensation or payments to be paid to any such proposed nominee(s) or pertaining to the nomination(s) or

other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person

who is party to such an agreement, arrangement or understanding); (e) a description of any agreement, arrangement or understanding

(including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell,

swap or other instrument) to which any proponent person is a party, the intent or effect of which may be (i) to transfer to or from

any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii) to

increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation

and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived

from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation; (f) a

description of any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance

with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner

has or shares a right, directly or indirectly, to vote any shares of any class or series of capital stock of the Corporation; (g) a

description of any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation,

directly or indirectly, owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying

shares of the Corporation; (h) a description of any performance-related fees (other than an asset-based fee) that such stockholder

or beneficial owner, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series

of capital stock of the Corporation or any interests described in clause (c)(iv) of paragraph (A)(3) of this Section 2.03;

and (i) the names and addresses of other stockholders and beneficial owners actually known by any stockholder giving the notice (and/or

beneficial owner, if any, on whose behalf the nomination or proposal is made) to support financially such nomination or proposal, and

to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially and/or of record by

such other stockholder(s) and beneficial owner(s). A stockholder providing notice of a proposed nomination for election to the Board

of Directors or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(3) or paragraph

(B) of this Section 2.03) shall update and supplement such notice from time to time to the extent necessary so that the information

provided or required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders

entitled to notice of the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement

thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this ‎Section 2.03(A)(3) or

any other section of these Amended and Restated Bylaws shall not limit the Corporation’s rights with respect to any deficiencies

in any stockholder’s notice, including, without limitation, any representation required herein, extend any applicable deadlines

under these Amended and Restated Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s

notice under these Amended and Restated Bylaws to amend or update any proposal or to submit any new proposal, including by changing or

adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders. Any such update and supplement

shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation (i) in the

case of any update and supplement required to be made as of the record date for notice of the meeting, not later than five (5) days

after the later of such record date and the public announcement of such record date and (ii) in the case of any update or supplement

required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof, not later than ten (10) days

prior to the date for the meeting or any adjournment or postponement thereof. The Corporation may require any proposed nominee to furnish,

within ten (10) days of a request therefor, such other information as it may reasonably require to determine whether such proposed

nominee is qualified under the Certificate of Incorporation, these Amended and Restated Bylaws, the rules or regulations of any stock

exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to serve as a director of the Corporation

and/or independent director of the Corporation.

(B)           Special

Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before

the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be

made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) as

provided in the Stockholders Agreement, (2) by or at the direction of the Board of Directors or any committee thereof or (3) provided

that the Board of Directors (or KKR pursuant to Section B of Article VIII of the Certificate of Incorporation) has determined

that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who (subject

to paragraph (C)(4) of this Section 2.03) complies with the notice procedures set forth in this Section 2.03 and who is

a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. The number of nominees a stockholder

may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the

number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed

the number of directors to be elected at such special meeting. In the event a special meeting of stockholders is called for the purpose

of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate

a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting

if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.03 shall be delivered to the Secretary at

the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120th)

day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to

such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the

special meeting at which directors are to be elected. In no event shall the public announcement of an adjournment or postponement of a

special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(1) Except as provided in paragraph (C)(4) of this Section 2.03, only such persons who are nominated in accordance with

the procedures set forth in this Section 2.03 or the Stockholders Agreement shall be eligible to serve as directors and only such

business shall be conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance

with the procedures set forth in this Section 2.03. Except as otherwise provided by law, the Certificate of Incorporation or these

Amended and Restated Bylaws, the chairperson of the meeting (and in advance of the meeting of stockholders, the Board of Directors or

authorized committee thereof) shall, in addition to making any other determination that may be appropriate for the conduct of the meeting,

have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed,

as the case may be, in accordance with the procedures set forth in these Amended and Restated Bylaws (including whether the stockholder

or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or

did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with

such stockholder’s representation as required by clause (c)(iv) of paragraph (A)(3) of this Section 2.03) and, if

any proposed nomination or business is not in compliance with these Amended and Restated Bylaws, to declare that such defective proposal

or nomination shall be disregarded. The date and time of the opening and the closing of the polls for each matter upon which the stockholders

will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board of Directors may adopt by resolution

such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent

with such rules and regulations as adopted by the Board of Directors, the chairperson of the meeting shall have the right and authority

to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to

do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations

or procedures, whether adopted by the Board of Directors or prescribed by the chairperson of the meeting, may include, without limitation,

the following: (a) the establishment of an agenda or order of business for the meeting, (b) rules and procedures for maintaining

order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders

entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting

shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations

on the time allotted to questions or comments by participants. Notwithstanding the foregoing provisions of this Section 2.03, unless

otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special

meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed

business shall not be transacted notwithstanding that such proposal or nomination is set forth in the notice of meeting or other proxy

materials and notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.03,

to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such

stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder

to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission,

or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Unless and to the extent determined

by the Board of Directors or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with

the rules of parliamentary procedure. Notwithstanding anything to the contrary in these Amended and Restated Bylaws, unless otherwise

required by law, if any stockholder or proponent person (i) provides notice pursuant to Rule 14a-19(b) promulgated under

the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19

promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder

has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence),

then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the

Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and

notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which

proxies and votes shall be disregarded). If any stockholder or proponent person provides notice pursuant to Rule 14a-19(b) promulgated

under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the date

of the meeting and any adjournment or postponement thereof, reasonable evidence that it or such proponent person has met the requirements

of Rule 14a-19(a)(3) promulgated under the Exchange Act. Any stockholder directly or indirectly soliciting proxies from other

stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

(2)            Whenever

used in these Amended and Restated Bylaws, “public announcement” shall mean disclosure (a) in a press release

released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is

reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news

sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13,

14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder and the terms “affiliate” and

“associate” shall have the meanings set forth in Rule 405 under the Securities Act of 1933, as amended.

(3)            Notwithstanding

the foregoing provisions of this Section 2.03, a stockholder shall also comply with all applicable requirements of the Exchange Act

and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.03; provided,

however, that, to the fullest extent permitted by law, any references in these Amended and Restated Bylaws to the Exchange Act or

the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations

or proposals as to any other business to be considered pursuant to these Amended and Restated Bylaws (including paragraphs (A)(1)(d) and

(B) of this Section 2.03), and compliance with paragraphs (A)(1)(d) and (B) of this Section 2.03 shall be the

exclusive means for a stockholder to make nominations or submit other business. Nothing in these Amended and Restated Bylaws shall be

deemed to affect any rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or

upon liquidation to elect directors under specified circumstances pursuant to any applicable provision of the Certificate of Incorporation.

(4)            Notwithstanding

anything to the contrary contained in this Section 2.03, for as long as (i) the Stockholders Agreement remains in effect with

respect to KKR and/or (ii) KKR beneficially owns, in the aggregate, at least 30% in voting power of the outstanding shares of capital

stock of the Corporation entitled to vote generally in the election of directors, KKR (to the extent then subject to the Stockholders

Agreement) shall not be subject to the notice procedures set forth in paragraphs (A)(2), (A)(3) or (B) of this Section 2.03

with respect to any annual or special meeting of stockholders.

SECTION 2.04         Notice

of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic

transmission, in the manner provided in Section 232 of the DGCL, of the meeting, which shall state the place, if any, date and time

of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person

and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different

from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes

for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat as of the record date for determining

the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the Certificate of Incorporation or these Amended

and Restated Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date

of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to

notice of the meeting.

SECTION 2.05         Quorum.

Unless otherwise required by law, the Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s

securities are listed, the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of

the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of

business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series

is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented

by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize

a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.

SECTION 2.06         Voting.

Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at

any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder that has voting power upon

the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action without

a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided under Section 212(c) of

the DGCL or as otherwise provided by applicable law, but no such proxy shall be voted or acted upon after three (3) years from its

date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only

as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that

is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of

the proxy or a new proxy bearing a later date. Unless required by the Certificate of Incorporation or applicable law, or determined by

the chairperson of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall

be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented

at any meeting, the vote of the holders of a majority of the votes cast for or against a proposal shall decide any question brought before

such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock

exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Certificate of Incorporation

or of these Amended and Restated Bylaws, a different vote is required, in which case such express provision shall govern and control the

decision of such question. Notwithstanding the foregoing sentence and subject to the Certificate of Incorporation, all elections of directors

shall be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting

and entitled to vote on the election of directors.

SECTION 2.07         Chairperson

of Meetings. The Chairperson of the Board of Directors, if one is elected, or, in his or her absence or disability, the Lead Director,

if any, or the Chief Executive Officer of the Corporation, or in the absence of the Chairperson of the Board of Directors or the Lead

Director, if any, and the Chief Executive Officer, a person designated by the Board of Directors shall be the chairperson of the meeting

and, as such, preside at all meetings of the stockholders, including for the avoidance of doubt any annual meeting.

SECTION 2.08         Lead

Director. The Lead Director, if one is to be elected, shall be nominated, designated, and elected by the person or body, and in the

manner, provided in the Corporate Governance Guidelines of the Corporation (or, if the Corporate Governance Guidelines of the Corporation

does not so provide, by the Board of Directors).

SECTION 2.09         Secretary

of Meetings. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders. In the absence or disability

of the Secretary, the Chairperson of the Board of Directors, the Chief Executive Officer or the chairperson of the meeting shall appoint

a person to act as secretary at such meetings.

SECTION 2.10         Consent

of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders

of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the

manner provided in the Certificate of Incorporation and in accordance with applicable law.

SECTION 2.11         Adjournment.

At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairperson of the meeting or stockholders holding

a majority in voting power of the outstanding shares of stock of the Corporation, present in person or by proxy and entitled to vote thereon,

shall have the power to adjourn the meeting from time to time (including to address a technical failure to convene or continue a meeting

using remote communication) without notice of the adjourned meeting if the time and place, if any, thereof and the means of remote communication,

if any, by which stockholders and proxyholders may be deemed present in person and may vote at such meeting are (i) announced at

the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic

network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set

forth in the notice of meeting given in accordance with Section 2.04. Any business may be transacted at the adjourned meeting that

might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned

meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination

of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining

stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders

entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote

at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

SECTION 2.12         Remote

Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the

Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote

communication:

(A)           participate

in a meeting of stockholders; and

(B)           be

deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means

of remote communication, provided, that

(1)            the

Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means

of remote communication is a stockholder or proxyholder;

(2)            the

Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate

in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting

substantially concurrently with such proceedings; and

(3)            if

any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other

action shall be maintained by the Corporation.

SECTION 2.13         Inspectors

of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors

of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof.

The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that

no inspector so appointed or designated is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one

or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign

an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector

or inspectors so appointed or designated shall (a) ascertain the number of shares of capital stock of the Corporation outstanding

and the voting power of each such share, (b) determine the shares of capital stock of the Corporation represented at the meeting

and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a

record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the

number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots.

Such certification and report shall specify such other information as may be required by law. In determining the validity and counting

of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted

by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

SECTION 2.14         Delivery

to the Corporation. Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to

deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire,

revocation, representation or other document or agreement), except as otherwise requested or consented to by the Corporation, such document

or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including,

without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall

not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation

expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the Corporation required

by this Article II.

ARTICLE III

Board of Directors

SECTION 3.01         Powers.

Except as otherwise provided in the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed

by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation

and do all such lawful acts and things as are not by the DGCL or the Certificate of Incorporation directed or required to be exercised

or done by the stockholders.

SECTION 3.02         Number

and Term; Chairperson; Lead Director. Subject to the Certificate of Incorporation and the Stockholders Agreement, the number of directors

shall be fixed exclusively by resolution of the Board of Directors. Directors shall be elected by the stockholders at their annual meeting,

and the term of each director so elected shall be as set forth in the Certificate of Incorporation. Directors need not be stockholders.

The Board of Directors shall elect a Chairperson of the Board of Directors, who shall have the powers and perform such duties as provided

in these Amended and Restated Bylaws and as the Board of Directors may from time to time prescribe. The Lead Director shall have the powers

and perform such duties as provided in these Amended and Restated Bylaws and as the Board of Directors may from time to time prescribe.

The Chairperson of the Board of Directors shall preside at all meetings of the Board of Directors at which he or she is present. The Lead

Director, if any, shall preside at meetings of the stockholders and the Board of Directors in the Chairperson’s absence. If the

Chairperson of the Board of Directors or the Lead Director, as applicable, is not present at a meeting of the Board of Directors, the

Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairperson of the Board of Directors) shall

preside at such meeting, and, if the Chief Executive Officer is not present at such meeting or is not a director, a majority of the directors

present at such meeting shall elect one of their members to preside over such meeting.

SECTION 3.03         Resignations.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairperson

of the Board of Directors, the Lead Director, if any, the Chief Executive Officer or the Secretary of the Corporation. The resignation

shall take effect at the time or upon the happening of any event specified therein, and if no specification is so made, at the time of

its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.

SECTION 3.04         Removal.

Directors of the Corporation may be removed in the manner provided in the Certificate of Incorporation and applicable law.

SECTION 3.05         Vacancies

and Newly Created Directorships. Except as otherwise provided by applicable law and subject to the Stockholders Agreement, vacancies

occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created

directorships resulting from any increase in the number of directors shall be filled in accordance with the Certificate of Incorporation.

Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class to which such

director shall have been appointed and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation,

retirement, disqualification or removal.

SECTION 3.06         Meetings.

Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board

of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer of the Corporation or the Chairperson

of the Board of Directors or as provided by the Certificate of Incorporation, and shall be called by the Chief Executive Officer or the

Secretary of the Corporation if directed by a majority of directors serving on the Board of Directors and shall be at such places and

times as they or he or she shall fix. Special meetings of the Board of Directors may be also called by KKR at any time when KKR beneficially

owns, in the aggregate, at least 30% in voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally

in the election of directors, and shall be at such places and times as KKR shall fix. Subject to the terms of the Stockholders Agreement,

notice need not be given of regular meetings of the Board of Directors. At least twenty-four (24) hours before each special meeting of

the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) notice

of the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and

all business may be transacted at a special meeting.

SECTION 3.07         Quorum,

Voting and Adjournment. Except as otherwise provided by the DGCL, the Certificate of Incorporation or these Amended and Restated Bylaws,

a majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by

law, the Certificate of Incorporation or these Amended and Restated Bylaws, the act of a majority of the directors present at a meeting

at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present

thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of

such adjourned meeting are announced at the meeting so adjourned.

SECTION 3.08         Committees;

Committee Rules. The Board of Directors may designate one or more committees, including, but not limited to, an Audit Committee, a

Human Capital and Compensation Committee and a Nominating, Corporate Governance and Compliance Committee, each such committee to consist

of one or more of the directors of the Corporation, subject to the terms of the Stockholders Agreement and the Exchange Act and rules and

regulations thereunder and applicable stock exchange rules. The Board of Directors may designate one or more directors as alternate members

of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided

in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the

Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to

be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters:

(a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors)

expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the

Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board

of Directors when requested or required by the Board of Directors. Each committee of the Board of Directors may fix its own rules of

procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors

designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members then serving

on the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one

member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee

at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate,

if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof

present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 3.09         Action

Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at

any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors

or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the

consent or consents relating thereto shall be filed in the minutes of the proceedings of the Board of Directors. Such filing shall be

in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.10         Remote

Meeting. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated

by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all

persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications

equipment shall constitute presence in person at such meeting.

SECTION 3.11         Compensation.

The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for

services to the Corporation in any capacity.

SECTION 3.12         Reliance

on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall,

in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon

such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees,

or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s

professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE IV

Officers

SECTION 4.01         Number.

The officers of the Corporation shall include any officers required by the DGCL, each of whom shall be elected by the Board of Directors

and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors are elected and qualify

or until their earlier resignation or removal. In addition, the Board of Directors may elect a Chief Executive Officer, a President, a

Chief Financial Officer, one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer,

one or more Assistant Treasurers, a Secretary, one or more Assistant Secretaries and any other additional officers as the Board of Directors

deems necessary or advisable, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall

be determined from time to time by the Board of Directors. Any number of offices may be held by the same person.

SECTION 4.02         Other

Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their

office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors.

The Board of Directors may appoint one or more officers called a Vice Chairperson of the Board of Directors, each of whom must be a member

of the Board of Directors. In his or her discretion, the Chief Executive Officer may create additional offices of the Corporation, including

but not limited to Vice Presidents and Chief Officers, for such terms and with such duties and powers as shall be determined from time

to time by the Chief Executive Officer, and may designate individuals to fill such other offices; for the avoidance of doubt, such officers

shall not be deemed to be officers elected or appointed by the Board of Directors.

SECTION 4.03         Chief

Executive Officer. The Chief Executive Officer, who may also be a President, subject to the determination of the Board of Directors,

shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course

of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities

or that are delegated to the Chief Executive Officer by the Board of Directors. If the Board of Directors has not elected a Chairperson

or a Lead Director, or in the absence or inability of the person elected to serve as the Chairperson or the Lead Director to act as the

Chairperson or the Lead Director, as applicable, the Chief Executive Officer shall exercise all of the powers and discharge all of the

duties of the Chairperson, but only if the Chief Executive Officer is a director of the Corporation.

SECTION 4.04         Presidents

and Vice Presidents. Each President and each Vice President, if any are appointed, of whom one or more may be designated an Executive

Vice President or Senior Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by the

Chief Executive Officer or the Board of Directors.

SECTION 4.05         Chief

Financial Officer. The Chief Financial Officer, if any is appointed, shall have custody of the corporate funds, securities, evidences

of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books

belonging to the Corporation. The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of

the Corporation in such depositories as may be designated by the Board of Directors or its designees selected for such purposes. The Chief

Financial Officer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Chief Financial Officer shall render

to the Chief Executive Officer and the Board of Directors, upon their request, a report of the financial condition of the Corporation.

If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond for the faithful discharge of his

or her duties in such amount and with such surety as the Board of Directors shall prescribe.

In addition, the Chief Financial

Officer shall have such further powers and perform such other duties incident to the office of Chief Financial Officer as from time to

time are assigned to him or her by the Chief Executive Officer or the Board of Directors.

SECTION 4.06         Secretary.

The Secretary shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept properly; (b) cause

all notices required by these Amended and Restated Bylaws or otherwise to be given properly; (c) see that the minute books, stock

books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements,

returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers

and perform such other duties as prescribed from time to time by the Chief Executive Officer or the Board of Directors.

SECTION 4.07         Treasurers,

Assistant Treasurers and Assistant Secretaries. Each Treasurer, each Assistant Treasurer and each Assistant Secretary, if any are

appointed, shall be vested with all the powers and shall perform all the duties of the Chief Financial Officer and Secretary, respectively,

in the absence or disability of such officer, unless or until the Chief Executive Officer or the Board of Directors shall otherwise determine.

In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned

to them by the Chief Executive Officer or the Board of Directors.

SECTION 4.08         Corporate

Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the

Board of Directors or its designees selected for such purposes. All checks or other orders for the payment of money shall be signed by

the Chief Executive Officer, a Vice President, the Chief Financial Officer, the Treasurer or the Secretary or such other person or agent

as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors.

SECTION 4.09         Contracts

and Other Documents. The Chief Executive Officer, the Chief Financial Officer, the Treasurer and the Secretary, or such other officer

or officers as may from time to time be authorized by the Board of Directors, any committee given specific authority in the premises by

the Board of Directors, or the Chief Executive Officer during the intervals between the meetings of the Board of Directors, shall have

power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution

by the Corporation.

SECTION 4.10         Ownership

of Stock of Another Entity. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the Chief Financial

Officer, a Vice President, or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have

the power and authority, on behalf of the Corporation, to attend and to vote at any meeting of securityholders of any entity in which

the Corporation holds securities or equity interests and may exercise, on behalf of the Corporation, any and all of the rights and powers

incident to the ownership of such securities or equity interests at any such meeting, including the authority to execute and deliver proxies

and consents on behalf of the Corporation.

SECTION 4.11         Delegation

of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors

may delegate to another officer such powers or duties. Unless the Board of Directors determines otherwise, if a title is one commonly

used for officers of a corporation formed under the DGCL, the assignment of such title shall constitute the delegation to such person

of the authorities and duties that are normally associated with that office. The Board of Directors may delegate to any officer any of

the Board of Directors’ powers to the extent permitted by applicable law, including the power to bind the Corporation, including

pursuant to any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule that has

been authorized and approved by the Board of Directors. Any delegation pursuant to this Section 4.11 may be revoked at any time by

the Board of Directors.

SECTION 4.12         Resignation

and Removal. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors.

Any officer may resign at any time in the same manner prescribed under Section 3.03 of these Amended and Restated Bylaws.

SECTION 4.13         Vacancies.

The Board of Directors shall have the power to fill vacancies occurring in any office.

ARTICLE V

Stock

SECTION 5.01         Shares

With Certificates. The shares of stock of the Corporation shall be uncertificated and shall not be represented by certificates, except

to the extent as may be required by applicable law or as otherwise authorized by the Board of Directors. If the shares of stock of the

Corporation shall be certificated, such certificates shall be in such form as is consistent with the Certificate of Incorporation and

applicable law. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by,

or in the name of, the Corporation by any two authorized officers of the Corporation (it being understood that each of the Chairperson

of the Board of Directors, the Vice Chairperson of the Board of Directors, the Chief Executive Officer, a President, the Chief Financial

Officer, a Vice President, any Treasurer, the Chief Accounting Officer, an Assistant Treasurer, the Secretary and an Assistant Secretary

of the Corporation shall be an authorized officer for such purpose). Any or all of the signatures on the certificate may be a facsimile

or other electronic signature. The Board of Directors shall, subject to applicable law, have the power to appoint one or more transfer

agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to

be countersigned or registered by one or more of such transfer agents and/or registrars.

SECTION 5.02         Shares

Without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, in accordance with Section 5.01,

the Corporation, if required by the DGCL, shall, within a reasonable time after the issue or transfer of shares without certificates,

give a notice to the registered owner thereof containing the information required to be set forth or stated on stock certificates by the

applicable provisions of the DGCL. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by

electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted

in accordance with applicable law.

SECTION 5.03         Transfer

of Shares. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly

authorized attorneys or legal representatives, in the manner prescribed by law, the Certificate of Incorporation and in these Amended

and Restated Bylaws, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to

the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any, shall be cancelled and

new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of capital stock of the Corporation that are

not represented by a certificate shall be transferred in accordance with any procedures adopted by the Corporation or its agents and applicable

law. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely,

it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated

shares requested to be transferred, both the transferor and transferee request the Corporation to do so. The Board of Directors shall

have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and

registration of certificates representing shares of stock of the Corporation and uncertificated shares.

SECTION 5.04         Lost,

Stolen, Destroyed or Mutilated Certificates. A new certificate of stock or uncertificated shares may be issued in the place of any

certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion,

require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in

such sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection

therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the

Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation,

the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it

in connection therewith.

SECTION 5.05         List

of Stockholders Entitled To Vote. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders,

a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining

the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders

entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address

of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of

any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date (a) on

a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with

the notice of meeting, or (b) during ordinary business hours at the principal place of business of the Corporation. In the event

that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure

that such information is available only to stockholders of the Corporation. Except as otherwise provided by law, the stock ledger shall

be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5.05 or

to vote in person or by proxy at any meeting of stockholders.

SECTION 5.06         Fixing

Date for Determination of Stockholders of Record.

(A)           In

order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,

the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record

date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60)

nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the

record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it

fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no

record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting

of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived,

at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled

to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the

Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such

case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that

fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B)           In

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution

fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record

date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which

the Board of Directors adopts the resolution relating thereto.

otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express

consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten

(10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date

for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board of Directors, (a) when

no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed

written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law,

and (b) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business

on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 5.07         Registered

Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock or notification

to the Corporation of the transfer of uncertificated shares with a request to record the transfer of such share or shares, the Corporation

may treat the registered owner of such share or shares as the person entitled to receive dividends, to vote, to receive notifications

and otherwise to exercise all the rights and powers of an owner of such share or shares. To the fullest extent permitted by law, the Corporation

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether

or not it shall have express or other notice thereof.

ARTICLE VI

Notice and Waiver of Notice

SECTION 6.01         Notice.

If mailed, any notice to stockholders shall be deemed given when deposited in the United States mail, postage prepaid, directed to the

stockholder at such stockholder’s address as it appears on the records of the Corporation, and if given by any other form, including

any form of electronic transmission, permitted by the DGCL, shall be deemed given as provided in the DGCL. Without limiting the manner

by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission

in the manner provided in Section 232 of the DGCL.

SECTION 6.02         Waiver

of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person,

whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required

to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any

meeting (in person or by remote communication) shall constitute waiver of notice except attendance for the express purpose of objecting

at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

Indemnification

SECTION 7.01         Right

to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),

by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a

partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”),

whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in

any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation

to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment,

if permitted, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted

the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments,

fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection

therewith; provided, however, that, except as provided in Section 7.03 of these Amended and Restated Bylaws with respect to

proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by

such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such

indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Any reference to an officer

of the Corporation in this Article VII shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Financial

Officer, General Counsel, Treasurer and Secretary of the Corporation appointed pursuant to Article IV of these Amended and Restated

Bylaws, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board

of Directors pursuant to Article IV of these Amended and Restated Bylaws, including, without limitation, any “executive officer”

or “Section 16 officer,” and any reference to an officer of any other corporation, partnership, joint venture, trust,

employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent

governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of

such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is

or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan

or other enterprise, but not an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice

President” or any other title that could be construed to suggest or imply that such person is or may be such an officer of the Corporation

or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person

being constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture,

trust, employee benefit plan or other enterprise for purposes of this Article VII.

SECTION 7.02         Right

to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.01, an indemnitee shall also have

the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending

any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to

indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “advancement

of expenses”)); provided, however, that, if the DGCL requires or in the case of an advancement of expenses made in a

proceeding brought to establish or enforce a right to indemnification or advancement of expenses, an advancement of expenses incurred

by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was

or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery

to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all

amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter

a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses

under Sections 7.01 and 7.02 or otherwise.

SECTION 7.03         Right

of Indemnitee to Bring Suit. If a claim under Section 7.01 or 7.02 of these Amended and Restated Bylaws is not paid in full by

the Corporation within (a) sixty (60) days after a written claim for indemnification has been received by the Corporation or (b) thirty

(30) days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter

bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the

fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation

to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense

of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not

in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not

met any applicable standard for indemnification set forth in the DGCL, and in any suit brought by the Corporation to recover an advancement

of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication

that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation

(including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders)

to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances

because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation

(including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders)

that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable

standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee

to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement

of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to

such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

SECTION 7.04         Indemnification

Not Exclusive.

(A)           The

provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article VII, or the entitlement

of any indemnitee to indemnification or advancement of expenses and costs under this Article VII, shall not limit or restrict in

any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or

be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs

may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s

capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.

(B)           Given

that certain jointly indemnifiable claims (as defined below) may arise due to the service of the indemnitee as a director and/or officer

of the Corporation at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily

responsible for the payment to the indemnitee in respect of indemnification or advancement of all expenses, judgments, penalties, fines

and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate of Incorporation or these

Amended and Restated Bylaws of the Corporation (or any other agreement between the Corporation and such persons, including the Stockholders

Agreement, as applicable) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this

Article VII, irrespective of any right of recovery the indemnitee may have from the indemnitee-related entities. Any obligation on

the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s

obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Corporation.

The Corporation irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims it may have against

the indemnitee-related entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance

shall the Corporation be entitled to any right of subrogation or contribution by the indemnitee-related entities and no right of advancement

or recovery the indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee

or the obligations of the Corporation hereunder. In the event that any of the indemnitee-related entities shall make any payment to the

indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related

entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against

the Corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary

to secure such rights, including the execution of such documents as may be necessary to enable the indemnitee-related entities effectively

to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to this

Section 7.04(B) of Article VII, entitled to enforce this Section 7.04(B) of Article VII.

For purposes of this Section 7.04(B) of

Article VII, the following terms shall have the following meanings:

(1) The term “indemnitee-related

entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other

enterprise (other than the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee

benefit plan or other enterprise for which the indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request,

to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an indemnitee

may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have

an indemnification or advancement obligation (other than as a result of obligations under an insurance policy) .

(2) The term “jointly

indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which

the indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation

pursuant to Delaware law or other comparable governing law, or any agreement or certificate of incorporation, bylaws, partnership agreement,

operating agreement, certificate of formation, certificate of limited partnership or other comparable organizational documents of the

Corporation or the indemnitee-related entities, as applicable.

SECTION 7.05         Corporate

Obligations; Reliance. The rights granted pursuant to the provisions of this Article VII shall vest at the time a person becomes

a director or officer of the Corporation entitled to such rights and shall be deemed to create a binding contractual obligation on the

part of the Corporation to the persons who from time to time are elected as officers or directors of the Corporation entitled to such

rights, and such persons in acting in their capacities as officers or directors of the Corporation or any subsidiary shall be entitled

to rely on such provisions of this Article VII without giving notice thereof to the Corporation. Such rights shall continue as to

an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and

administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its

successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving

any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 7.06         Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of

the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss,

whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7.07         Indemnification

of Employees and Agents of the Corporation and Others. The Corporation may, to the extent authorized from time to time by the Board

of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any

person (in addition to an indemnitee) serving at the request of the Corporation as an officer, director, employee or agent of any other

enterprise to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses

of indemnitees hereunder.

ARTICLE VIII

Miscellaneous

SECTION 8.01         Electronic

Transmission, etc. For purposes of these Amended and Restated Bylaws, “electronic transmission,” “electronic

mail,” and “electronic mail address” shall have the meanings ascribed thereto in the DGCL.

SECTION 8.02         Corporate

Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge

of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used

by the Chief Financial Officer, the Treasurer or by an Assistant Secretary or Assistant Treasurer.

SECTION 8.03         Fiscal

Year. The fiscal year of the Corporation shall end on December 31 of each year, or such other day as the Board of Directors may

designate.

SECTION 8.04         Section Headings;

Section References. Section headings in these Amended and Restated Bylaws are for convenience of reference only and shall

not be given any substantive effect in limiting or otherwise construing any provision herein. Except as otherwise indicated, section references

herein refer to sections of these Amended and Restated Bylaws.

SECTION 8.05         Inconsistent

Provisions. In the event that any provision of these Amended and Restated Bylaws is or becomes inconsistent with any provision of

the Certificate of Incorporation, the DGCL or any other applicable law, such provision of these Amended and Restated Bylaws shall not

be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE IX

Amendments

SECTION 9.01         Amendments.

The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these Amended and Restated Bylaws

without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate

of Incorporation. For so long as KKR beneficially owns, in the aggregate, at least 30% in voting power of the outstanding shares of capital

stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote of the holders of any class

or series of capital stock of the Corporation required by the Certificate of Incorporation (including any certificate of designation relating

to any series of Preferred Stock (as defined in the Certificate of Incorporation)), by these Amended and Restated Bylaws or applicable

law, the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of stock of the Corporation

entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter,

amend, repeal or rescind, in whole or in part, any provision of these Amended and Restated Bylaws or to adopt any provision inconsistent

therewith. Notwithstanding any other provisions of these Amended and Restated Bylaws or any provision of law that might otherwise permit

a lesser vote of the stockholders, at any time when KKR beneficially owns, in the aggregate, less than 30% in voting power of the outstanding

shares of capital stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote of the holders

of any class or series of capital stock of the Corporation required by the Certificate of Incorporation (including any certificate of

designation relating to any series of Preferred Stock (as defined in the Certificate of Incorporation), these Amended and Restated Bylaws

or applicable law, the affirmative vote of the holders of at least 66⅔% in voting power of all the then-outstanding shares of stock

of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the

Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Amended and Restated Bylaws (including, without

limitation, this Section 9.01) or to adopt any provision inconsistent herewith.

ARTICLE X

Limitations of Ownership by Non-Citizens

SECTION 10.01       Voting

Equity Securities. All (a) shares of capital stock of, or other equity interests in, the Corporation, (b) securities convertible

into or exchangeable for shares of capital stock, voting securities or other equity interests in the Corporation, or (c) options,

warrants or other rights to acquire the securities described in clauses (a) and (b), whether fixed or contingent, matured or unmatured,

contractual, legal, equitable or otherwise (collectively, “Voting Equity Securities”) shall be subject to limitations

set forth in this Article X.

SECTION 10.02       Non-Citizen

Voting and Ownership Limitations. It is the policy of the Corporation that, to the fullest extent permitted by applicable law, persons

or entities who are not a Citizen of the United States, including any agent, trustee or representative of such persons or entities (each,

a “Non-Citizen”), shall not be entitled to own (beneficially or of record) and/or control more than 24.9% of the aggregate

votes of all outstanding Voting Equity Securities of the Corporation (the “Voting Cap Amount”). The restrictions imposed

by the Voting Cap Amount shall be applied pro rata among the holders of Voting Equity Securities who fail to qualify as Citizens of the

United States based on the number of votes to which the underlying Voting Equity Securities are entitled.

SECTION 10.03       Beneficial

Ownership Inquiry; Enforcement of Cap Amounts.

(A)           The

Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders of the Corporation

in connection with the annual meeting (and any special meeting) of the stockholders of the Corporation, or otherwise) require a Person

that is a holder of record of Voting Equity Securities or that the Corporation knows to have, or has reasonable cause to believe has,

beneficial ownership of Voting Equity Securities to, as applicable, certify in such manner as the Corporation shall deem appropriate (including

by way of execution of any form of proxy or ballot by such Person) that, to the knowledge of such Person, the number and class or series

of Voting Equity Securities owned of record or that are Beneficially Owned by such Person that are owned or controlled by Persons who

are Non-Citizens are as set forth in such certification. For the avoidance of doubt, affirmative certification with respect to any such

inquiry shall only be provided by Non-Citizens. Certification from any Person who is a holder of record or who beneficially owns Voting

Equity Securities shall not be required in response to any such inquiry if all such Voting Equity Securities are owned and controlled

only by Citizens of the United States. The beneficial ownership of Voting Equity Securities by Non-Citizens shall be determined in conformity

with regulations prescribed by the Board of Directors.

(B)           To

the fullest extent permitted by applicable law, in no event shall Voting Equity Securities owned (beneficially or of record) by Non-Citizens

representing more than the Voting Cap Amount be voted. Notwithstanding anything herein to the contrary, in the event that Non-Citizens

shall own (beneficially or of record) or have voting control over any Voting Equity Securities with respect to any proposal or matter

to be acted upon by the stockholders, the voting rights and powers of such persons shall be automatically reduced pro rata among the Non-Citizen

holders of Voting Equity Securities entitled to vote thereon to the extent required to ensure that the Corporation is in compliance with

applicable provisions of law and regulations.

SECTION 10.04       Certification

of Shares.

(A)           The

Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with

the annual meeting or any special meeting of the stockholders of the Corporation, or otherwise) require a person that is a holder of record

of shares or that the Corporation knows to have, or has reasonable cause to believe has beneficial ownership of shares to certify in such

manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to

the knowledge of such person: (1) all shares as to which such person has record ownership or beneficial ownership are owned and controlled

only by citizens of the United States; or (2) the number of shares of record or beneficially owned by such person that are owned

and/or controlled by Non-Citizens is as set forth in such certificate.

(B)           With

respect to any shares identified in response to clause (a)(2) above, the Corporation may require such person to provide such further

information as the Corporation may reasonably require in order to implement the provisions of this Article X.

purposes of applying the provisions of this Article X with respect to any shares, in the event of the failure of any person

to provide the certificate or other information to which the Corporation is entitled pursuant to this Section 10.04,

the Corporation shall presume that the shares in question are owned and/or controlled by Non-Citizens.

[Remainder of Page Intentionally Left Blank]

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2614803d1_ex4-1.htm · Sequence: 5

Exhibit 4.1

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

(this “Agreement”), dated as of May 12, 2026, is by and among GMR Solutions Inc., a Delaware corporation (the

“Corporation”), the KKR Investor (as defined herein), the Ares Investor (as defined herein), the HPS Investor (as defined

herein) and any other Person who may become a party hereto solely pursuant to Section 14(c) hereof.

WHEREAS, the Corporation and certain Affiliates of

the KKR Investor previously entered into that certain Registration Rights Agreement, dated as of April 28, 2015 (the “Existing

Registration Rights Agreement”), and the KKR Investor constitutes the sole “KKR Investor” under the Existing Registration

Rights Agreement pursuant to the terms set forth therein.

WHEREAS, in connection with the underwritten initial

public offering of the Corporation’s Class A Common Stock (as defined below) (the “Initial Public Offering”),

the Corporation and the KKR Investor desire to amend and restate the Existing Registration Rights Agreement to, among other things, grant

certain registration and other rights to the Investors with respect to their Registrable Securities, in each case, on the terms and subject

to the conditions set forth in this Agreement.

WHEREAS, Section 12(a) of the Existing

Registration Rights Agreement permits amendments, restatements, modifications, supplements, waivers and/or consents to departures from

the provisions of the Existing Registration Rights Agreement with the written consent of stockholders party thereto holding a majority

in voting power of the Registrable Securities (as defined in the Existing Registration Rights Agreement and assuming the exercise in full

of Common Warrants), so long as such amendments, restatements, modifications, supplements, waivers and/or consents to such departures

would not by their express terms have a disproportionate adverse effect on the rights, obligations, powers or interests of any Stockholder

(as defined in the Existing Registration Rights Agreement) thereunder, in its capacity as a Stockholder, without similarly affecting the

rights thereunder of Stockholders of the same class, in their capacities as Stockholders; and

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 are 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:

“Affiliate” shall mean, with respect

to any Person, an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act and, (i) with

respect to KKR Investors, any investment fund, vehicle or holding company of which a KKR Investor or an Affiliate of a KKR Investor serves

as the general partner, managing member or discretionary manager or advisor, including any investment entity owned by investment funds

and vehicles managed or sponsored by one or more subsidiaries in the KKR Group, provided, for the avoidance of doubt, the Ares

Investors, the HPS Investors or any of their respective Affiliates shall not constitute Affiliates of the KKR Investors, (ii) with

respect to Ares Investor only, any investment fund, entity, vehicle, holding company or account (or separate account), managed, sponsored,

advised, sub-advised or controlled (including by means of a voting agreement) by an Ares Investor or an Affiliate of an Ares Investor

or any investment fund, entity, vehicle, holding company or account (or separate account) of which an Ares Investor or an Affiliate of

an Ares Investor serves as the general partner, managing member or discretionary manager or advisor, provided, for the avoidance

of doubt, the KKR Investors, the HPS Investors or any of their respective Affiliates shall not constitute Affiliates of the Ares Investors,

and (iii) with respect to HPS Investor only, any investment fund, entity, vehicle, holding company or account (or separate account),

managed, sponsored, advised, sub-advised or controlled (including by means of a voting agreement) by an HPS Investor or an Affiliate of

an HPS Investor or any investment fund, entity, vehicle, holding company or account (or separate account) of which an HPS Investor or

an Affiliate of an HPS Investor serves as the general partner, managing member or discretionary manager or advisor, provided, for

the avoidance of doubt, the KKR Investors, the Ares Investors, BlackRock, Inc., or any of their respective Affiliates shall not constitute

Affiliates of the HPS Investors; provided, further, that notwithstanding the foregoing, an Affiliate of any Person shall

not include any portfolio company of the KKR Investors, the Ares Investors or the HPS Investors.

“Agreement” shall have the meaning

set forth in the Preamble.

“Ares Investor” or “Ares

Investors” shall mean investment funds managed or advised by Ares Management LLC and any of their respective Permitted Transferees;

provided that, for so long as Affiliates of KKR Group and the Ares Investors hold Registrable Securities together in a single vehicle

controlled by Affiliates of KKR Group, Pegasus Aggregator Parent LLC and any of its Permitted Transferees, the Ares Investors shall not

have any rights as “Ares Investors” to act hereunder.

“Board” shall mean the board of

directors of the Corporation.

“Business

Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of New

York are authorized by Law to close.

“Class A Common Stock” shall

mean the Class A common stock, par value $0.0001 per share, of the Corporation, and any securities issued in respect thereof, or

in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger,

consolidation, exchange or other similar reorganization.

“Class B Common Stock” shall

mean the Class B common stock, par value $0.0001 per share, of the Corporation, and any securities issued in respect thereof, or

in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger,

consolidation, exchange or other similar reorganization.

“Common Stock” shall mean, collectively,

the Class A Common Stock and the Class B Common Stock.

“Corporation” shall have the meaning

set forth in the Preamble.

“Demand Cutback” shall have the

meaning set forth in Section 3(b) hereof.

“Demand Notice” shall have the

meaning set forth in Section 3(a) hereof.

“Demand Registration” shall have

the meaning set forth in Section 3(a) hereof.

“Demand Take-Down” shall have

the meaning set forth in Section 3(a) hereof.

“Derivative Transaction” shall

mean any transaction which transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract,

equity swap, put or call, put or call equivalent position, collar, sale of exchangeable security or any similar transaction.

“Exchange Act” shall mean the

Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Existing Registration Rights Agreement”

shall have the meaning set forth in the recitals hereof.

“FINRA” shall mean the U.S. Financial

Industry Regulatory Authority.

“General Resale Registration Statement”

shall mean each registration statement under the Securities Act that is filed pursuant to Section 7 for the purposes set forth therein.

“HPS Investor” shall mean SIP

V GMR Holdings II, L.P. and any of its Permitted Transferees.

“Indemnified Party” shall have

the meaning set forth in Section 9(c) hereof.

“Indemnifying Party” shall have

the meaning set forth in Section 9(c) hereof.

“Initial Public Offering” shall

have the meaning set forth in the recitals hereof.

“Investors” shall mean KKR Investor,

Ares Investor, HPS Investor and any other Person who may become a party hereto solely pursuant to Section 14(c).

“IPO Date Margin Loans” shall

mean the margin loan agreements entered into by the Investors or their Affiliates with certain financial institutions in connection with

the Initial Public Offering secured by Registrable Securities, and including the pledge agreements and the other agreements and documents

entered into in connection therewith, each as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“KKR Group” shall mean KKR &

Co. Inc. and its subsidiaries.

“KKR Investor” or “KKR

Investors” shall mean, (i) for so long as Affiliates of KKR Group and the Ares Investors hold Registrable Securities together

in a single vehicle controlled by Affiliates of KKR Group, Pegasus Aggregator Parent LLC and any of its Permitted Transferees, and (ii) following

such time as Affiliates of KKR Group and the Ares Investors do not hold Registrable Securities in a single vehicle controlled by Affiliates

of KKR Group, such vehicle(s) through which Affiliates of KKR Group hold Registrable Securities and any of its Permitted Transferees.

“Law” shall mean any applicable

federal, state, local or foreign law, statute, ordinance, rule, regulation, order, writ, decree or agency requirement of any governmental

entity.

“Long-Form Registrations”

shall have the meaning set forth in Section 3(a) hereof.

“Losses” shall have the meaning

set forth in Section 9(a) hereof.

“Management Stockholders’ Agreement”

shall mean the Amended and Restated Management Stockholders’ Agreement, dated as of July 26, 2024, by and among the Corporation

and the other parties thereto.

“Notice” shall have the meaning

set forth in Section 3(a).

“Other Securities” shall have

the meaning set forth in Section 4(b).

“Permitted Transferee” shall mean

(i) any Affiliate of such Investor and/or, in the case of (a) the KKR Investors, any Affiliate of KKR Group, provided

that, for the avoidance of doubt, Ares Investors and HPS Investors and their respective Affiliates shall not constitute Permitted Transferees

of the KKR Investors, (b) the Ares Investor, any Affiliate of Ares Management LLC, provided that, for the avoidance of doubt,

KKR Investors and HPS Investors and their respective Affiliates shall not constitute Permitted Transferees of the Ares Investors and (c) the

HPS Investors, any Affiliate of SIP V GMR Holdings II, L.P., provided that, for the avoidance of doubt, KKR Investors and Ares

Investors and their respective Affiliates shall not constitute Permitted Transferees of the HPS Investors, (ii) any successor entity

of such Investor and (iii) with respect to any Investor that is an investment fund or controlled by an investment fund, any other

investment fund or vehicle of which such Investor or an Affiliate serves as the general partner or discretionary manager or advisor (so

long as such investment fund or vehicle was not established for the purpose of acquiring Common Stock) and in which such Investor or an

Affiliate retains sole voting and dispositive power.

“Person” shall mean any natural

person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association,

company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian,

trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision

thereof.

“Piggyback Cutback” shall have

the meaning set forth in Section 4(b) hereof.

“Piggyback Investors” shall mean

each of the KKR Investors, the HPS Investors, the Ares Investors and any other holders of Registrable Securities that become a party hereto

solely pursuant to Section 14(c) hereof, in each case, for so long as each of such Investors hold Registrable Securities.

“Piggyback Notice” shall have

the meaning set forth in Section 4(a) hereof.

“Piggyback Registration” shall

have the meaning set forth in Section 4(a) hereof.

“Piggyback Request” shall have

the meaning set forth in Section 4(a) hereof.

“Private Placement Warrants” means

(i) those warrants purchased by Pegasus Aggregator Parent LLC pursuant to the Investment Agreement, dated as of May 12, 2026,

entered into among the Corporation, SIP V GMR Holdings II, L.P. and Pegasus Aggregator Parent LLC, the indirect ownership of which Pegasus

Aggregator Parent LLC attributes to the KKR Group and its Affiliates, and (ii) those 557,148 warrants exchanged by Pegasus Aggregator

Parent LLC pursuant to the Exchange Agreement, dated as of May 12, 2026, entered into among the Corporation and Pegasus Aggregator

Holdco LLC, in each case which are deemed underwriter compensation.

“Proceeding” shall mean an action,

claim, suit, arbitration or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or

threatened.

“Prospectus” shall mean the prospectus

included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as

part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented

by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all

material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Public Offering” shall mean

the sale of Registrable Securities to the public pursuant to an effective Registration Statement (other than a Registration Statement

on Form S-4 or Form S-8 or any similar or successor form) filed under the Securities Act.

“Registrable Securities” shall

mean (i) any shares of Common Stock currently held or hereafter acquired by the Investors, (ii) warrants to acquire Common

Stock currently held or hereafter acquired by the Investors, including as may be adjusted pursuant to the terms of any such warrants,

and (iii) any other securities (x) issued with respect to any of the foregoing by way of share or equity split, share or equity

dividend, recapitalization, exchange or similar event or otherwise or (y) issuable upon the conversion or exercise of any warrant,

right or other security currently held or hereinafter acquired by the Investors. As to any particular Registrable Securities, once issued

such securities shall cease to be Registrable Securities when (a) they are sold pursuant to an effective Registration Statement

under the Securities Act, (b) they are sold pursuant to Rule 144 (or any similar provision then in force under the Securities

Act), (c) they shall have ceased to be outstanding, or (d) they have been sold in a private transaction in which the transferor’s

rights under this Agreement are not assigned to the transferee of the securities (it being understand that any Transfer to a Permitted

Transferee by any Investor shall result in an assignment of such Investor’s rights hereunder). No Registrable Securities may be

registered under more than one Registration Statement at any one time.

“Registration Statement” shall

mean any registration statement of the Corporation under the Securities Act, including any Shelf Registration Statement, which covers

any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to

such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to

be incorporated by reference in such registration statement.

“Rule 144” shall mean Rule 144

under the Securities Act, as such rule may be amended from time to time.

“SEC” shall mean the Securities

and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“Securities Act” shall mean the

Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Shelf Registration Statement”

shall have the meaning set forth in Section 3(a) hereof.

“Shelf Underwritten Offering”

shall have the meaning set forth in Section 4(c) hereof.

“Short-Form Registrations”

shall have the meaning set forth in Section 3(a) hereof.

“Transfer” (including its correlative

meanings, “Transferor,” “Transferee” and “Transferred”) shall mean, with respect

to any security, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any

option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise

transfer or dispose of any economic, voting or other rights in or to such security, including in any Derivative Transaction; provided

that, (x) any pledge of Registrable Securities pursuant to the terms of the IPO Date Margin Loans (including any additional pledges

of Registrable Securities following the Initial Public Offering and any refinancing of the IPO Date Margin Loans) and (y) so long

as no IPO Date Margin Loans are outstanding, any pledge or grant of a security interest in all or a portion of any Investor’s right,

title and interest in such Investor’s Registrable Securities to secure the obligations of such Investor, to any Person (and/or any

agent, trustee or representative of such Person) with respect to any loan, letter of credit or other extension of credit or indebtedness

to or for the account of the Investor, and any transfers in connection with any foreclosure or other exercise of remedies by a lender,

its affiliates or other security or administrative agent under the IPO Date Margin Loans or any other pledge or grant of a security interest

described above shall not constitute a Transfer hereunder. When used as a noun, “Transfer” shall have such correlative

meaning as the context may require.

“underwritten registration” or

“underwritten offering” shall mean a registration in which securities of the Corporation are sold to an underwriter

for reoffering to the public.

Section 2.         Holders

of Registrable Securities. A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns

Registrable Securities or has a right to acquire such Registrable Securities and such Person is an Investor (or is a Permitted Transferee

thereof).

Section 3.         Demand

Registrations.

(a)            Demand

Rights. Subject to the following paragraphs of this Section 3(a), following the Initial Public Offering, the KKR Investors shall

have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to, pursuant

to the terms of this Agreement, (i) register under and in accordance with the provisions of the Securities Act, the offer and sale

of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any

similar or successor long-form registration (“Long-Form Registrations”) or, if the Corporation is then eligible,

on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”), and/or (ii) effect

an offering pursuant to an effective Registration Statement, which offering may be underwritten, marketed or non-marketed and/or a take-down

(“Demand Take-Down”) of Registrable Securities under an effective Shelf Registration Statement (any such written notice

pursuant to this Section 3(a), a “Demand Notice” and any such registration or offering, a “Demand Registration”);

provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered

by the KKR Investors is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any

underwriting discount or commission). The KKR Investors may, in connection with any Demand Registration requested by such holders that

is a Short-Form Registration, require the Corporation to file such Registration Statement with the SEC in accordance with and pursuant

to Rule 415 under the Securities Act including, if the Corporation is a well-known seasoned issuer at the time of filing of the Short-Form Registration

(as defined in Rule 405 under the Securities Act), as an automatic shelf registration (a “Shelf Registration Statement”).

Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall use its

reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause

such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

No Demand Registration shall be deemed to have occurred

for purposes of this Section 3, and shall not count as a Demand Notice for purposes of Section 3(e), if (w) the Registration

Statement relating thereto does not become effective, or is not maintained effective by the Corporation for the period required pursuant

to this Section 3, (x) the offering of the Registrable Securities pursuant to such Registration Statement is not completed for

any reason (other than solely by reason of some act or omission by the holder exercising its Demand Notice, including the withdrawal of

such registration request pursuant to Section 3(d)), including because it was subject to a stop order, injunction, or similar order

or requirement of the SEC during such period or (y) the holder exercising its Demand Notice has fewer than 60% of the amount of Registrable

Securities originally requested to be included in such Registration Statement as a result of a Demand Cutback or (z) the conditions

to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are

not satisfied, other than solely by reason of some act or omission by the holder exercising its Demand Notice to fail to perform its obligations

under this Agreement or such purchase or underwriting agreement.

Within (i) 10 days, in the case of a Long-Form Registration

or offering thereunder, or (ii) as soon as reasonably practicable but no later than 3 Business Days, in the case of a Short-Form Registration

or any offering thereunder (including a Shelf Take-Down), in each case, after receipt by the Corporation of a Demand Notice in accordance

with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all

other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration

all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within (i) 10 days

after such Notice is given by the Corporation to such holders, in the case of a Long-Form Registration or offering thereunder, (ii) 3

Business Days after such Notice is given by the Corporation to such holders, in the case of the filing of a Short-Form Registration,

or (iii) at least 2 Business Days prior to the pricing of such offering, in the case of a Shelf Take-Down pursuant to an existing

effective Registration Statement, it being understood that any such request for inclusion of Registrable Securities given by a holder

shall not be considered a Demand Notice for purposes of Section 3(e).

All requests made pursuant to this Section 3

(including pursuant to the immediately preceding paragraph) will specify the number of Registrable Securities to be registered and/or

offered in an offering pursuant to an effective Registration Statement (including a Shelf Take-Down), and the intended methods of disposition

thereof.

The Corporation shall be required to maintain the

effectiveness of a Registration Statement filed in connection with any Demand Registration that is a Long-Form Registration for a

period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in

such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period

of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement

at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement. The Corporation shall

use its reasonable best efforts to keep any Shelf Registration Statement continuously effective under the Securities Act until the earlier

of (A) the date when all of the Registrable Securities covered by such Shelf Registration Statement have been sold and (B) the

date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be sold or transferred without being

subject to any holding period or volume limitations pursuant to Rule 144.

The Private Placement Warrants will only be entitled

to one Demand Registration at the Corporation’s expense and will not be entitled to Demand Registration following the date that

is five years from date hereof.

(b)            Priority

on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten

offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities in writing

that, in its good-faith opinion, the total number or dollar amount of Registrable Securities proposed to be sold in such offering exceeds

the total number or dollar amount of Registrable Securities that can be sold without adversely affecting the price, timing or distribution

of the Registrable Securities to be included in such offering (including securities proposed to be included by other holders of securities

entitled to include securities in such Registration Statement pursuant to the Management Stockholders’ Agreement), then there shall

be included in such underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter

or underwriters can be sold without so adversely affecting such offering (such reduction in the number of Registrable Securities to be

included in such underwritten offering, the “Demand Cutback”), and such number of Registrable Securities shall be allocated

as follows:

(i)             first,

pro rata among the holders of Registrable Securities who requested (including pursuant to a Demand) that their Registrable Securities

be included in such offering, together with any participating parties under the Management Stockholders’ Agreement entitled to include

securities in such offering pursuant to the Management Stockholders’ Agreement, on the basis of the percentage of the Registrable

Securities requested to be included in such Registration Statement by such holders;

(ii)            second,

pro rata among other holders of Other Securities, on the basis of the percentage of securities requested to be included in such

Registration Statement by such holders; and

(iii)           third,

the securities for which inclusion in such Demand Registration was requested by the Corporation.

No securities excluded from the underwriting pursuant

to this Section 3(b) shall be included in such registration.

of Demand Registration. The Corporation shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable

period of time not in excess of 60 days, the filing of a Registration Statement if the Corporation delivers to the holders requesting

registration a certificate signed by both the president and chief financial officer of the Corporation certifying that, in the good-faith

judgment of the Board, such registration and offering would reasonably be expected to materially adversely affect or materially interfere

with any bona fide material financing of the Corporation or any material transaction under consideration by the Corporation or

would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially

adversely affect the Corporation. Such certificate shall contain a statement of the reasons for such postponement and an approximation

of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential

subject to the same terms set forth in Section 6(p) (it being understood that such certificate shall not include any material

non-public information). If the Corporation shall so postpone the filing of a Registration Statement, the Person exercising its right

to request a Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Corporation

within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders,

and such request for a demand registration shall not be considered a Demand Notice for purposes of Section 3(e).

(d)           Cancellation

of a Demand Registration. Holders of the Registrable Securities who initially requested a Demand Registration shall have the right

to notify the Corporation that they have determined that the registration statement be abandoned or withdrawn, in which event the Corporation

shall abandon or withdraw such registration statement.

(e)            Number

of Demand Notices. In connection with the provisions of this Section 3, the KKR Investors shall have an unlimited number of Demand

Notices, which they are permitted to deliver (or cause to be delivered) to the Corporation hereunder.

(f)            Registration

Statement Form. If any registration requested pursuant to this Section 3 which is proposed by the Corporation to be effected

by the filing of a Registration Statement on Form S-3 (or any successor or similar short-form registration statement) shall be in

connection with an underwritten Public Offering, and if the managing underwriter shall advise the Corporation in writing that, in its

opinion, the use of another form of Registration Statement is of material importance to the success of such proposed offering or is otherwise

required by applicable law, then such registration shall be effected on such other form.

Section 4.         Piggyback

Registration.

(a)            Right

to Piggyback. Except with respect to a Demand Registration, the procedures for which are addressed in Section 3 and a Take-Down,

the procedures for which are addressed in Section 4(c), if the Corporation proposes to file a Registration Statement under the Securities

Act with respect to, or otherwise effect, an offering of Common Stock or securities exercisable, convertible or exchangeable for Common

Stock pursuant to a Registration Statement, whether or not for sale for its own account (and including for an offering by any selling

stockholder) (other than a registration statement (x) on Form S-4, Form S-8 or any successor forms thereto or (y) filed

solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, each such time after the Initial

Public Offering, the Corporation shall give prompt written notice of such filing no later than 10 days after the filing date (the “Piggyback

Notice”) to the Piggyback Investors (and, in any event, no later than five Business Days before the launch date of any offering;

provided, however, that if a new Registration Statement that is not an automatic shelf registration statement (as defined in Rule 405

under the Securities Act) will be filed for any such offering, then notice will instead be provided, in any event, no later than seven

Business Days before the date such Registration Statement is initially filed with the SEC). The Piggyback Notice shall offer the Piggyback

Investors the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as

each such Piggyback Investor may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the

Corporation shall include in each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received

written requests (each such written request, a “Piggyback Request”) for inclusion therein within 10 days after notice

has been given to the applicable Piggyback Investor (and, in any event, at least one Business Day before the launch date of any offering).

The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond

the earlier to occur of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the holders

of all of the Registrable Securities included in such Registration Statement.

Any Piggyback Investor shall have the right to withdraw

its Piggyback Request by giving written notice to the Corporation of its request to withdraw at least 10 Business Days prior to the planned

effective date of the related Registration Statement.

The Private Placement Warrants will not be entitled

to Piggyback Registration following the date that is seven years from date hereof.

(b)            Priority

on Piggyback Registrations. If any of the Registrable Securities to be registered or offered for sale pursuant to a registration or

offering giving rise to rights under this Section 4 are to be sold in an underwritten offering, the Corporation shall use reasonable

best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Piggyback Investors who have

submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each

Piggyback Investor’s Piggyback Request on the same terms and conditions as any other interests, if any, of the Corporation or any

other selling stockholder included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such

underwritten offering advise the Corporation in writing that, in their good-faith opinion, the total number or dollar amount of securities

proposed to be sold in such offering exceeds the total number or dollar amount of such securities that can be sold without adversely affecting

the price, timing or distribution of the securities to be included in such offering (including securities proposed to be included by other

holders of securities (excluding the Investors any holders entitled to include securities pursuant to the Management Stockholders’

Agreement) entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights, the

“Other Securities”), then there shall be included in such underwritten offering the number or dollar amount of securities

that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering (such reduction

in the number of Registrable Securities to be included in such underwritten offering, the “Piggyback Cutback”), and

such number of Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the

Corporation for its own account; (ii) second, among the holders of all Registrable Securities requested to be included in

such offering pursuant to Section 4, together with the participating parties under the Management Stockholders’ Agreement entitled

to include securities in such offering pursuant to the Management Stockholders’ Agreement, pro rata among such holders on

the basis of the percentage of securities requested to be included in such Registration Statement by such holders; and (iii) third,

all Other Securities requested to be included in such Registration Statement.

Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 4 is effective,

if the Corporation or any selling stockholder (excluding Demand Registrations, the procedures for which are addressed in Section 3)

proposes to effect an offering of Common Stock or securities exercisable, convertible or exchangeable for Common Stock pursuant to such

Shelf Registration Statement, then, each such time the Corporation shall promptly deliver a Piggyback Notice to each Piggyback Investor

with respect to such offering no later than five Business Days prior to the launch of any such offering. If a Piggyback Investor notifies

the Corporation that it intends to sell all or part of its Registrable Securities included by it in the Shelf Registration Statement (a

“Shelf Underwritten Offering”), then, the Corporation shall, as promptly as practicable, amend or supplement the Shelf

Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten

Offering (taking into account the inclusion of Registrable Securities by any other Piggyback Investor pursuant to this Section 4(c)).

In connection with any Shelf Underwritten Offering, if any of the Registrable Securities to be sold pursuant to a Shelf Registration Statement

are to be sold in an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the Corporation

in writing that it is their good-faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in

such offering exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price,

timing or distribution of the Registrable Securities to be so included, then there shall be included in such underwritten offering the

number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without

so adversely affecting such offering, and such number of Registrable Securities, securities held by participating holders pursuant to

the Management Stockholders’ Agreement and Other Securities shall be allocated for inclusion in the same manner as described in

Section 4(b) with respect to a limitation of shares to be included in a Piggyback Registration.

Section 5.         Restrictions

on Public Sale by Holders of Registrable Securities. Each Investor agrees, in connection with the Initial Public Offering, and each

holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed

pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration

Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to

effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including

a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences

of owning the Common Stock, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier

than 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to

the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to

a “shelf” registration), pursuant to which such public offering shall be made, plus an extension period as may be proposed

by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by

the managing underwriter. Subject to the limitations set forth in the prior sentence, the Corporation shall be responsible for negotiating

all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Investors

and holders of Registrable Securities agree to execute the form so negotiated (such form to be reasonably satisfactory to the Investors);

provided that (i) no Ares Investor or HPS Investor shall be obligated to execute any “lock-up” agreement for any

underwritten public offering that is more restrictive than the “lock-up” executed by KKR Investor for such underwritten public

offering, (ii) no such agreement shall restrict the transactions contemplated by the IPO Date Margin Loan, including any of the transactions

set forth in the definition of “Transfer” above and (iii) no Ares Investor or HPS Investor shall be obligated to execute

any “lock-up” agreement for any underwritten public offering or other public offering (to the extent not participating in

such offering) after the earlier of (A) the lock-up period in respect of the second secondary offering or primary capital raise (other

than pursuant to a Form S-4 or Form S-8) following the Initial Public Offering and (B) the date that is two years following

the date of this Agreement if, immediately prior to any such underwritten public offering or such other public offering, any such Ares

Investor or HPS Investor holds less than 5% of the outstanding Common Stock of the Corporation (calculated on a fully diluted basis).

If any registration pursuant to Section 3

of this Agreement shall be in connection with any underwritten Public Offering, the Corporation will not effect any public sale or distribution

of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement

(i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer

or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (plus an extension period as may be proposed

by the managing underwriter to address FINRA regulations regarding the publishing of research, or such shorter periods as the managing

underwriters may agree to with the Corporation) after the effective date of such registration, provided that such period may be

extended as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research.

Section 6.         Registration

Procedures. If and whenever the Corporation is required to effect the registration of any Registrable Securities under the Securities

Act as provided in Section 3 and Section 4 hereof, the Corporation shall effect such registration to permit the sale of such

Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Corporation

shall cooperate in the sale of the securities and shall, as expeditiously as possible:

(a)            prepare

and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable

Securities by the holders thereof or by the Corporation in accordance with the intended method or methods of distribution thereof and

in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to

remain effective as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any

amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference),

the Corporation shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement,

their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject

to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment

letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation

of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation

within the meaning of the Securities Act, including reasonable access to the Corporation’s books and records, officers, accountants

and other advisors and the Corporation will use commercially reasonable efforts to give effect to comments timely received by it from

such counsel in its reasonable discretion. The Corporation shall not file any such Registration Statement or Prospectus or any amendments

or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein)

with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement,

their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of

the Corporation, such filing is necessary to comply with applicable Law;

(b)            prepare

and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration

Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities

Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented

by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of

the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions

then in force) under the Securities Act;

each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, promptly, and (if requested by any

such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has

been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of

any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement

or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness

of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if at any time the Corporation has reason

to believe that the representations and warranties of the Corporation contained in any agreement (including any underwriting agreement)

contemplated by Section 6(o) below cease to be true and correct, (v) of the receipt by the Corporation of any notification

with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in

any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if the Corporation has knowledge

of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration

Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a

material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading,

and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice

shall notify the selling holders only of the occurrence of such an event and shall provide no additional information regarding such event

to the extent such information would constitute material non-public information);

(d)            use

its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or to prevent

or obtain the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for

sale in any jurisdiction at the earliest date reasonably practicable;

(e)            if

requested by the managing underwriters, if any, or the holders of a majority of the then outstanding Registrable Securities being sold

in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information

as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of

such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after

the Corporation has received such request; provided, however, that the Corporation shall not be required to take any actions

under this Section 6(e) that are not, in the opinion of counsel for the Corporation, in compliance with applicable Law;

(f)            furnish

or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge,

at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective

amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein

by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter); provided that the Corporation

may furnish or make available any such documents in electronic format;

(g)            deliver

to each selling holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus

or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request from

time to time in connection with the distribution of the Registrable Securities; provided that the Corporation may furnish or make

available any such documents in electronic format; and the Corporation, subject to the last paragraph of this Section 6, hereby consents

to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the

underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment

or supplement thereto;

(h)            use

its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters,

if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification)

of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the

United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption

therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to

take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition

of such Registrable Securities in such jurisdiction; provided, however, that the Corporation will not be required to (i) qualify

generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take

any action that would subject it to general service of process in any such jurisdiction where it would not otherwise be subject to such

service but for this Agreement;

(i)            cooperate

with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery

of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from

each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder

will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations

and registered in such names as the managing underwriters, if any, or holders may request at least two Business Days prior to any sale

of Registrable Securities in a firm commitment public offering, but in any other such sale, within ten Business Days prior to having to

issue the securities;

(j)            use

its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved

by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the

nature of such selling holder’s business, in which case the Corporation will cooperate in all reasonable respects with the filing

of such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the

underwriters, if any, to consummate the disposition of such Registrable Securities in accordance with the intended methods of disposition

set forth in such Registration Statement;

(k)            upon

the occurrence of, and its knowledge of, any event contemplated by Section 6(c)(vi) above, prepare a supplement or post-effective

amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated

therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities

being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(l)            prior

to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable

Securities;

(m)            provide

and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from

and after a date not later than the effective date of such Registration Statement;

(n)            use

its reasonable best efforts to cause all shares of Registrable Securities covered by the Registration Statement to be listed on a national

securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case

may be, prior to the effectiveness of such Registration Statement (or, if such Registration is an initial public offering, use its reasonable

best efforts to cause such Registrable Securities to be so listed within ten Business Days following the effectiveness of such Registration

Statement);

(o)            enter

into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and

take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection

therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such

Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration

is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and

the underwriters, if any, with respect to the business of the Corporation and its subsidiaries, and the Registration Statement, Prospectus

and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as

are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, (ii) use

its reasonable best efforts to furnish to the selling holders of such Registrable Securities opinions of counsel to the Corporation and

updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters,

if any, and counsels to the selling holders of the Registrable Securities), addressed to each selling holder of Registrable Securities

and each of the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such

other matters as may be reasonably requested by such counsel and underwriters, (iii) use its reasonable best efforts to obtain “comfort”

letters and updates thereof from the independent certified public accountants of the Corporation (and, if necessary, any other independent

certified public accountants of any subsidiary of the Corporation or of any business acquired by the Corporation for which financial

statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements

included in such Registration Statement, addressed to each selling holder of Registrable Securities (unless such accountants shall be

prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any,

such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection

with underwritten offerings, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions

and procedures substantially to the effect set forth in Section 9 hereof with respect to all parties to be indemnified pursuant

to said Section except as otherwise agreed by Purchaser and (v) deliver such documents and certificates as may be reasonably

requested by the holders of a majority of the Registrable Securities being sold pursuant to such Registration Statement, their counsel

and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 6(o)(i) above

and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the

Corporation. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder;

(p)            make

available for inspection by a representative of the selling holders of Registrable Securities, any underwriter participating in any such

disposition of Registrable Securities, if any, and any counsel or accountants retained by such selling holders or underwriter, at the

offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties

of the Corporation and its subsidiaries, and cause the officers, directors and employees of the Corporation and its subsidiaries to supply

all information in each case reasonably requested by any such representative, underwriter, attorney or accountant in connection with such

Registration Statement; provided, however, that any information that is not generally publicly available at the time of

delivery of such information shall be kept confidential by such Persons unless (i) disclosure of such information is required by

court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is required by Law

or applicable legal process, or (iii) such information becomes generally available to the public other than as a result of a non-permitted

disclosure or failure to safeguard by such Person. In the case of a proposed disclosure pursuant to (i) or (ii) above, such

Person shall be required (if permitted by applicable Law) to give the Corporation written notice of the proposed disclosure prior to such

disclosure and, if requested by the Corporation, assist the Corporation in seeking to prevent or limit the proposed disclosure. Without

limiting the foregoing, no such information shall be used by such Person as the basis for any market transactions in securities of the

Corporation or its subsidiaries in violation of Law;

(q)            cause

its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement

(including participation in conference calls and “road shows”); provided that any such support shall not be required

if it would, in the Corporation’s reasonable judgment, interfere with the normal business operations of the Corporation in any substantial

respect; and

(r)            cooperate

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

and their respective counsel in connection with any filings required to be made with FINRA.

The Corporation may require each holder of Registrable

Securities as to which any registration is being effected to furnish to the Corporation in writing such information required in connection

with such registration regarding such selling holder and the distribution of such Registrable Securities as the Corporation may, from

time to time, reasonably request in writing and the Corporation may exclude from such registration the Registrable Securities of any holder

who unreasonably fails to furnish such information within a reasonable time after receiving such request. The Corporation shall provide

any holder of Registrable Securities the opportunity to review and provide comments to the Registration Statement consistent with the

terms of Section 6(a).

Each holder of Registrable Securities agrees if such

holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from the Corporation of the

happening of any event of the kind described in Section 6(c)(ii), 6(c)(iii), 6(c)(iv) or 6(c)(v) hereof, such holder will

forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder’s

receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised

in writing by the Corporation that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental

filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that the

time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained

shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

Section 7.         Filing

and Effectiveness of General Resale Registration Statement.

(a)            No

later than the eighteen (18) month anniversary of the date of this Agreement, the Corporation will (i) prepare and file a General

Resale Registration Statement with the SEC; and (ii) use reasonable best efforts to cause such General Resale Registration Statement

to become effective under the Securities Act as soon as reasonably practicable after such filling, which General Resale Registration Statement

to remain continuously effective, and usable for the resale or other transfer of Registrable Securities, under the Securities Act until

such time as no Registrable Securities are outstanding; provided, that the obligation set forth in this Section 7 shall only apply

to the extent that (i) following the eighteen (18) month anniversary of the date of this Agreement, (x) the Ares Investors or

the HPS Investors hold Registrable Securities and (y) notwithstanding the definition of Registrable Securities hereunder, such Registrable

Securities are not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 without any requirements as to volume,

manner of sale, availability of current public information (whether or not then satisfied) or notice under the Securities Act and (ii) an

existing Shelf Registration Statement registering the Registrable Securities of the Ares Investors and the HPS Investors has not been

filed and is continuously effective and usable for the resale or other transfer of such Registrable Securities, under the Securities Act

until such time as no Registrable Securities are outstanding.

(b)            The

Corporation will cause the General Resale Registration Statement to satisfy the following requirements:

(i)             The

General Resale Registration Statement will register, under the Securities Act, the offer and resale, from time to time on a continuous

basis under Rule 415, of Registrable Securities of the Ares Investors and the HPS Investors as provided in Section 7(b)(ii) and

Section 7(c).

(ii)            When

it first becomes effective under the Securities Act, the General Resale Registration Statement will cover resales of Registrable Securities

described in a written notice provided by the Ares Investors and the HPS Investors delivered to the Corporation on or before the date

that is five (5) Business Days before the first date that the relevant General Resale Registration Statement becomes effective under

the Securities Act. Thereafter, the General Resale Registration Statement will cover resales of Registrable Securities of the HPS Investors

and the Ares Investors as provided in Section 7(c).

(iii)           The

General Resale Registration Statement will provide for a plan of distribution in customary form (and reasonably satisfactory to the Ares

Investors and the HPS Investors) for resale registration statements of the type contemplated by this Agreement, including coverage for

market transactions on a national securities exchange, privately negotiated transactions and transactions through broker-dealers acting

as agent or principal. In addition, if the rules under the Securities Act then so permit, such plan of distribution will permit underwritten

offerings (including “block” trades) through one or more registered broker-dealers acting as underwriters to be effected pursuant

to one or more prospectus supplements that identify such underwriters (in addition to any other information that may then be required

pursuant to the Securities Act); provided, however, that the Corporation will be under no obligation to effect any such underwritten offering

pursuant to the General Resale Registration Statement except pursuant to Section 3.

(iv)            If

the resales contemplated by the General Resale Registration Statement are then eligible to be registered by the Corporation on Form S-3,

then the General Resale Registration Statement will be on such Form S-3.

Section 8.         Registration

Expenses. All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Corporation (including

(i) all registration and filing fees (including fees and expenses with respect to (A) filings required to be made with the FINRA

and (B) compliance with securities or “blue sky” laws, including any fees and disbursements of counsel for the underwriters

in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 6(h)), (ii) printing

expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust

Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders

of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses

of the Corporation, (iv) fees and disbursements of counsel for the Corporation, (v) expenses of the Corporation incurred in

connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 6(o)(iii) hereof

(including the expenses of any “comfort” letters required by this Agreement) and any other Persons, including special experts

retained by the Corporation, and (vii) fees and disbursements of one counsel for each of (x) the KKR Investors and (y) the

other holders of Registrable Securities whose shares are included in a Registration Statement (which counsel under this clause (y) shall

be selected by such other holders of a majority of the Registrable Securities being sold in connection therewith), shall, in each case,

be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall

pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the

expense of any annual audit, the fees and expenses incurred in connection with the listing, or maintaining of any listing, of the securities

to be registered on any securities exchange or inter-deal quotation system on which similar securities issued by the Corporation are then

listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Corporation.

The Corporation shall not be required to pay (i) fees

and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses

8(i)(B) and 8(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers,

dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with

respect to Registrable Securities sold by the Corporation), or (iii) any other expenses of the holders of Registrable Securities

not specifically required to be paid by the Corporation pursuant to the first paragraph of this Section 8 (including, without limitation,

capital gains, income and transfer taxes, if any, relating to the sale of Registrable Securities).

Section 9.         Indemnification.

(a)            Indemnification

by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted

by Law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus and any

affiliate thereof, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, representatives

and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act) and the officers, directors, partners, affiliates, members, managers, shareholders, accountants,

attorneys, agents, representatives and employees of each such controlling person, each underwriter, if any, and each Person who controls

(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against

any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal

or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties,

charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue

statement (or alleged untrue statement) of a material fact contained in any Prospectus (including without limitation preliminary or final),

offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration,

qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading, or any violation by the Corporation or any of its affiliates, employees, officers,

directors or agents of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated thereunder

applicable to the Corporation and (without limitation of the preceding portions of this Section 9(a)) will reimburse each such holder,

each of its affiliates, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, representatives

and employees and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) each such holder and the officers, directors, partners, affiliates, members, managers, shareholders, accountants, attorneys, agents,

representatives and employees of each such controlling person, each such underwriter, and each Person who controls (within the meaning

of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such underwriter, for any legal and any other expenses

reasonably incurred in connection with investigating and defending or settling any such Loss or action; provided that the Corporation

will not be liable in any such case to the extent that any such Loss arises out of or is based on (i) any untrue statement or omission

by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged

omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity

with written information furnished to the Corporation by such holder expressly for use therein, (ii) offers or sales effected by

or on behalf of such holder “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus”

(as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Corporation or (iii) the failure

of any holder to deliver or make available to a purchaser of Registrable Securities a copy of any Registration Statement, including any

preliminary or final Prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable Law

to be delivered or made available); provided that the Corporation shall have delivered to such holder such Registration Statement,

including such preliminary or final Prospectus contained therein and any amendments or supplements thereto. It is agreed that the indemnity

agreement contained in this Section 9(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement

is effected without the consent of the Corporation (which consent shall not be unreasonably withheld, conditioned or delayed).

(b)            Indemnification

by Holder of Registrable Securities. The Corporation may require, as a condition to including any Registrable Securities in any Registration

Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to

it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by Law, severally and not

jointly with any other holders of Registrable Securities, the Corporation, its directors and officers and each Person who controls the

Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) from and against all

Losses, as incurred, arising out of or based on any untrue statement of a material fact contained in any such Registration Statement,

Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading, and to (without limitation of the portions of this Section 9(b)) reimburse the Corporation,

its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and

Section 20 of the Exchange Act) for any legal or any other expenses reasonably incurred in connection with investigating or defending

any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration

Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the

Corporation by such holder expressly for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided,

however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses

(or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably

withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net

proceeds (after any related discounts or commissions) received by such selling holder from the sale of Registrable Securities covered

by such Registration Statement.

of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder or under the undertaking contemplated by Section 9(b) (an

“Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought

(the “Indemnifying Party”) of any claim or of the commencement of any Proceeding with respect to which such Indemnified

Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the

Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying

Party has been materially prejudiced by such delay or failure as determined by a court of competent jurisdiction in a non-appealable,

final judgment. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after

the receipt of written notice from such Indemnified Party of such claim or Proceeding, to, unless in the Indemnified Party’s reasonable

judgment a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, assume,

at the Indemnifying Party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified

Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or

Proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at the expense of such

Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails

promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ

counsel reasonably satisfactory to such Indemnified Party, in which case the Indemnified Party shall have the right to employ separate

counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further,

however, that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially

similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable

for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified

Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying

Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld).

The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (1) does not include as an unconditional

term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory

to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled

to indemnification hereunder, (2) includes an admission of fault or culpability or a failure to act by or on behalf of such Indemnified

Party and (3) purports to bind the Indemnified Party to perform or refrain from performing any act.

(d)            Contribution.

If the indemnification provided for in this Section 9 is unavailable to an Indemnified Party in respect of any Losses (other than

in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute

to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the

relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions,

statements or omissions that resulted in such Losses. The relative fault of such Indemnifying Party, on the one hand, and Indemnified

Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by,

or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent any such action, statement or omission, as well as other relevant equitable

considerations. Any selling holder of Registrable Securities’ obligations to contribute pursuant to this Section 9(d) are

several and not joint.

Notwithstanding the provisions of this Section 9(d),

an Indemnifying Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the

amount that such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 9(b) by reason

of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such

fraudulent misrepresentation.

(e)            Notwithstanding

the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into

in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting

agreement shall control; provided that in all cases the KKR Investors, the HPS Investors and the Ares Investors shall be treated

in the same manner.

Section 10.         Investor

Coordination.

(a)            Until

the eighteen (18)-month anniversary of the date of this Agreement, each of the KKR Investors and the Ares Investors hereby agree not to

make any Transfer of all or any portion of any Registrable Securities held by such Investor, except for the following: Transfers, including

any Transfers in accordance with Section 3, Section 4 or pursuant to an exemption from registration under the Securities Act

(including Rule 144), in each case, so long as each of the KKR Investors and the Ares Investors sell on a pro rata basis in

any such transaction.

(b)            Notwithstanding

anything to the contrary in Section 10(a), if any KKR Investor determines that a sale or other Transfer of Registrable Securities

is necessary or advisable in order to cure, prevent or avoid a margin call, mandatory prepayment event or similar event under its IPO

Date Margin Loan, each of the KKR Investors and the Ares Investors shall be permitted (but, for the avoidance of doubt, not required)

to Transfer any Registrable Securities held by it solely for the purpose of and to the extent it deems reasonably necessary to prevent

or avoid such an occurrence or effect such a cure, without the requirement to sell on a pro rata basis; provided that, in

no event shall any Investor effect any such Transfer of a number of Registrable Securities greater than its pro rata number of

the Registrable Securities Transferred by the KKR Investors in connection with such occurrence; provided that if the Ares Investors

separately desire to sell or Transfer Registrable Securities on a non-pro rata basis in order to cure, prevent or avoid a margin

call, mandatory prepayment event or similar event under its IPO Date Margin Loan, such sale or other Transfer shall be subject to the

KKR Investors’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). For the avoidance

of doubt, notwithstanding the definition of “Ares Investors”, no Registrable Securities attributable to the Ares Investors

in Pegasus Aggregator Parent LLC shall required to be sold or Transferred by the Ares Investors to cure, prevent or avoid a margin call,

mandatory prepayment event or similar event.

anything to the contrary in Section 10(a), each Investor agrees that it will not effect any Transfer of Registrable Securities unless

such Transfer is made pursuant to an effective Registration Statement under the Securities Act or pursuant to an exemption from, or in

a transaction not subject to, the Registration requirements of the Securities Act and, in either case, in compliance with all applicable

state securities laws and all applicable securities laws of any other jurisdiction. The Corporation agrees, and each Investor understands

and consents, that the Corporation will not take any action to cause or permit the Transfer of any Registrable Securities to be made on

its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by and has been made in accordance

with the terms of this Agreement and all applicable securities laws. Each Investor agrees that in connection with any Transfer of Registrable

Securities that is not made pursuant to a Registration Statement, the Corporation may, in its reasonable discretion upon the advice of

counsel, request an opinion, certifications and other relevant information in form and substance reasonably satisfactory to the Corporation

and from counsel reasonably satisfactory to the Corporation stating that such transaction is exempt from registration under the Securities

Act.

Section 11.         Rule 144.

The Corporation shall (i) use reasonable best efforts to file the reports required to be filed by it under the Securities Act and

the Exchange Act in a timely manner (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph

(c)(1) of Rule 144), (ii) take such further action as any holder of Registrable Securities may reasonably request, and

(iii) furnish to each holder of Registrable Securities forthwith upon written request, (A) a written statement by the Corporation

as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the

most recent annual or quarterly report of the Corporation, and (C) such other reports and documents so filed by the Corporation as

such holder may reasonably request in availing itself of Rule 144, all to the extent required from time to time to enable such holder

to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.

Upon the request of any holder of Registrable Securities, the Corporation shall deliver to such holder a written statement as to whether

it has complied with such requirements.

Section 12.         Underwritten

Registrations.

(a)            In

connection with any underwritten offering, the investment banker or investment bankers and managers shall be selected by (i) the

KKR Investor(s) in its/their sole discretion in any Demand Registration and (ii) the Corporation to administer any other offering,

including any Piggyback Registration.

(b)            No

Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell the Registrable Securities

it desires to have covered by a Registration Statement on the basis provided in any underwriting arrangements in customary form and (ii) completes

and executes all applicable questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under

the terms of such underwriting arrangements, provided that such Person shall not be required to make any representations or warranties

other than those related to title and ownership of such Person’s Registrable Securities being sold and as to the accuracy and completeness

of statements made in a Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with

written information furnished to the Corporation or the managing underwriter by such Person expressly for use therein.

Section 13.         Financing

Cooperation. Upon the request of any Investor that wishes to pledge, hypothecate or grant security interests in Registrable Securities

held by it, including to banks, financial institutions or other financial entities, as collateral or security for loans, advances or other

extensions of credit (including any refinancing, amendment or other modification to such agreements, and including, for the avoidance

of doubt, IPO Date Margin Loan), the Corporation agrees to cooperate with each such Investor in taking any action reasonably necessary

to consummate any such pledge, hypothecation or grant, including without limitation, delivery of letter agreements (“Issuer Agreement”)

to lenders in form and substance reasonably satisfactory to such lenders (which may include, without limitation, (i) agreements by

the Corporation in respect of the exercise of remedies by such lenders, including agreements to effect the transfer of the Registrable

Securities (and in the case of any warrants, including any exercise of such warrants for Common Stock in connection with such exercise

of remedies), to the lender or purchasers in a foreclosure sale within specified timeframes and pursuant to agreed processes and documentation,

(ii) agreements to cause the transfer agent to transfer any such Registrable Securities subject to the pledge, hypothecation or grant

into the facilities of The Depository Trust Company without restricted legends and represented by an unrestricted CUSIP, whether in connection

with the grant of the pledge or upon foreclosure, subject to customary representations, warranties and agreements by the Investor necessary

to establish compliance with applicable securities laws, and (iii) customary representations and warranties by the Corporation reasonably

necessary to establish compliance with the Corporation’s policies and applicable securities laws).

Section 14.         Miscellaneous.

(a)            Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given without the written consent of the KKR Investors; provided,

however, that (i) any amendment, modification, supplement, waiver or consent to departures from the provisions of this Agreement

that would subject an Investor to adverse treatment relative to the other Investors shall require the prior written agreement of the

adversely treated Investor and (ii) any amendment, modification, supplement, waiver or consent to departures from the provisions

of this Agreement that would be adverse to a right specifically granted to a specific Investor herein shall require the prior written

agreement of that Investor; provided, further, that any amendments, modifications, supplements, restatements or waivers

to the following provisions of this Agreement that would adversely affect the Ares Investors or the HPS Investors (or any other provision

of this Agreement if such amendment, modification, supplement, restatement or waiver would be inconsistent with or conflict with the

following provisions of this Agreement in a manner adverse to the Ares Investors or the HPS Investors) shall not be effective as to such

Ares Investor or HPS Investor, as applicable, without such Ares Investor’s or HPS Investor’s prior written consent: Sections

1, 3 (with respect to a holder of Registrable Securities’ ability to request registration in connection with any Demand), 4, 5

(with respect to the Ares Investor’s and the HPS Investor’s obligations with respect to any “lock up” agreement),

7, 8, 9(a), 9(d), 9(e), 10, 11, this Section 14(a) and Section 14(k). Notwithstanding the foregoing, a waiver or

consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable

Securities whose securities are being sold pursuant to a Registration Statement (other than, for the avoidance of doubt, the right of

any Investor to exercise its right to participate in such offering) and that does not directly or indirectly affect the rights of other

holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders

pursuant to such Registration Statement; provided that any right that is personal to a specific Investor may not be waived by

such majority and shall require the waiver of such specific Investor (it being understood that a right specific to Ares Investors as

a group shall be considered to be specific to each Ares Investor and a right specific to HPS Investors as a group shall be considered

to be specific to each HPS Investor).

(b)            Notices.

All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied

and confirmed, or mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained,

at the following address (or any other address that any such party may designate by written notice to the other parties):

If to the Corporation, to the address of its principal

executive offices. If to any Investor, at such Investor’s address as set forth on the records of the Corporation. Any such notice

shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first Business

Day following confirmation; shall, if delivered by overnight delivery service, be deemed received the first Business Day after being sent;

and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five Business Days after the date of

deposit in the United States mail.

and Assigns; Investor Status. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns

of each of the parties, including the Corporation and subsequent holders of Registrable Securities acquired, directly or indirectly, from

the Investors; provided, however, that such successor or assign shall not be entitled to such rights unless the successor

or assign shall have executed and delivered to the Corporation an Addendum Agreement substantially in the form of Exhibit A hereto

(which shall also be executed by the Corporation) promptly following the acquisition of such Registrable Securities, in which event such

successor or assign shall be deemed a Investor for purposes of this Agreement. Except as provided in Section 9 with respect to an

Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the

parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect

of this Agreement or any provision herein contained.

(d)            Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed

to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,

as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

(e)            Electronic

Signatures. The words “execution,” “signed,” “signature,” “delivery,” and words of

like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include

electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity

or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the

case may be, to the extent and as provided for in any applicable law, including the U.S. federal ESIGN Act of 2000, the New York State

Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto

consent to conduct the transactions contemplated hereunder by electronic means.

(f)            Headings;

Construction. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect

in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise: (a) pronouns in the masculine,

feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include

the plural and vice versa; (b) the term “including” shall be construed to be expansive rather than limiting in nature

and to mean “including, without limitation,”; (c) references to sections and paragraphs refer to sections and paragraphs

of this Agreement; and (d) the words “this Agreement,” “herein,” “hereof,” “hereby,”

“hereunder” and words of similar import refer to this Agreement as a whole, including Exhibit A hereto, and not to any

particular subdivision unless expressly so limited.

(g)            Governing

Law. The provisions of and any claim, controversy or dispute arising out of or relating to this Agreement shall be governed by and

construed in accordance with the internal laws of the State of New York, without reference to the choice-of-law or conflicts of law principles

that would result in the application of the laws of a different jurisdiction.

(h)            Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ

an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,

covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(i)            Entire

Agreement. This Agreement is intended by the parties as a final expression of their agreement, and are intended to be a complete and

exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There

are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration

rights granted by the Corporation with respect to Registrable Securities. This Agreement supersedes all prior agreements and understandings

between the parties with respect to such subject matter, including, for the avoidance of doubt, the Existing Registration Rights Agreement

and the Warrantholders’ Agreement, dated as of March 14, 2018, by and between the Corporation, affiliates of the Ares Investors

and affiliates of the KKR Investors.

(j)            Securities

Held by the Corporation or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable

Securities is required hereunder, Registrable Securities held by the Corporation or its subsidiaries shall not be counted in determining

whether such consent or approval was given by the holders of such required percentage.

(k)            Remedies.

The parties hereto recognize and agree that money damages are insufficient to compensate the holders of any Registrable Securities for

breaches by the Corporation of the terms hereof and, consequently, that the equitable remedies of specific performance of the terms hereof

and of injunctive relief will be available in the event of any such breach, in addition to all rights provided in this Agreement and granted

by Law, and that any defense or objection in any action for specific performance or injunctive relief for which a remedy at Law would

be adequate is waived.

(l)            Term.

This Agreement shall terminate with respect to a Investor on the date on which such Investor (and any Permitted Transferee thereof) ceases

to hold Registrable Securities; provided, that such Investor’s rights and obligations pursuant to Section 9, as well

as the Corporation’s obligations to pay expenses pursuant to Section 8, shall survive with respect to any Registration Statement

in which any Registrable Securities of such Investors were included and, for the avoidance of doubt, any underwriter lock-up agreement

that a Investor has executed prior to a Investor’s termination in accordance with this clause shall remain in effect in accordance

with its terms.

(m)            Consent

to Jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York

and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any claim,

controversy or dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby

irrevocably agrees that all claims in respect of such claim, controversy, dispute or proceeding may be heard and determined in such federal

or state courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may

now or hereafter have to the laying of venue of any claim, controversy or dispute arising out of or relating to this Agreement or any

of the transactions contemplated hereby brought in such courts or any defense of inconvenient forum for the maintenance of such claim,

controversy or dispute. Each of the parties hereto agrees that a final and unappealable judgment in any such claim, controversy or dispute

shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified copy of which shall be conclusive

evidence of the fact and amount of such judgment, or in any other manner provided by Law.

Each of the parties hereto hereby consents to process

being served by any party to this Agreement in any suit, action, or Proceeding of the nature specified in the paragraph above by the mailing

of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 14.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES

ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed as of the date first above written.

Corporation:

GMR SOLUTIONS INC.

By:

/s/ Thomas A. A. Cook

Name: Thomas A. A. Cook

Title: Executive Vice President, General Counsel

and Secretary

KKR

INVESTOR:

Pegasus

Aggregator Parent LLC

By:

/s/ Scott Karnas

Name: Scott Karnas

Title: Vice President, Finance

KKR

INVESTOR:

Pegasus Aggregator

HOLDCO LLC

By:

/s/ Scott Karnas

Name: Scott Karnas

Title: Vice President, Finance

HPS

INVESTOR:

SIP V GMR HOLDINGS II, GP,

L.P.

BY: SIP V GMR HOLDINGS II, LLC, Its General Partner

By:

/s/ Mark Rubenstein

Name: Mark Rubenstein

Title: Managing Director

EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement is made this ___ day of         ____________,

20___, by and between _________________________________ (the “New Investor”) and GMR Solutions Inc., a Delaware corporation

(the “Corporation”), pursuant to an Amended and Restated Registration Rights Agreement dated as of May 12, 2026

(the “Agreement”), by and among the Corporation and the Investors. Capitalized terms used herein but not otherwise

defined herein shall have the meanings ascribed to such terms in the Agreement.

WITNESSETH:

WHEREAS, the Corporation has agreed to provide

registration rights with respect to the Registrable Securities as set forth in the Agreement;

WHEREAS, the New Investor has acquired Registrable

Securities directly or indirectly from a Investor; and

WHEREAS, the Corporation and the Investors have

required in the Agreement that all persons desiring registration rights must enter into an Addendum Agreement binding the New Investor

to the Agreement to the same extent as if it were an original party thereto;

NOW, THEREFORE, in consideration of the mutual

promises of the parties, the New Investor acknowledges that it has received and read the Agreement and that the New Investor shall be

bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an

original party to the Agreement and shall be deemed to be a Investor thereunder.

New Investor

Address:

Exhibit A-1

AGREED TO on behalf of the Corporation pursuant

to Section 14(c) of the Agreement.

GMR SOLUTIONS INC.

By:

Printed Name and Title

Exhibit A-2

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2614803d1_ex10-1.htm · Sequence: 6

Exhibit 10.1

TAX RECEIVABLE AGREEMENT

between

GMR Solutions Inc.

and

THE PERSONS NAMED HEREIN

Dated as of May 14, 2026

TABLE

OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1

Definitions

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

Section 2.1

Tax Benefit Schedule

Section 2.2

Procedures, Amendments

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1

Payments

Section 3.2

No Duplicative Payments

Section 3.3

Pro Rata Payments

Section 3.4

Payment Ordering

Section 3.5

Overpayments

Section 3.6

Service Condition

ARTICLE IV

Valuation Assumptions

Section 4.1

Breach of Agreement; Change of Control

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1

Subordination

Section 5.2

Late Payments by the Corporate Taxpayer

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1

Participation in the Corporate Taxpayer’s Tax

Matters

Section 6.2

Consistency

Section 6.3

Cooperation

ARTICLE VII

MISCELLANEOUS

Section 7.1

Notices

Section 7.2

Counterparts

Section 7.3

Entire Agreement; No Third Party Beneficiaries

Section 7.4

Governing Law

Section 7.5

Severability

Section 7.6

Successors; Assignment; Amendments; Waivers

Section 7.7

Titles and Subtitles

Section 7.8

Resolution of Disputes

Section 7.9

Reconciliation

Section 7.10

Withholding

Section 7.11

Admission of the Corporate Taxpayer into a Consolidated

Group; Transfers of Corporate Assets

Section 7.12

Confidentiality

Section 7.13

TRA Party Representative

Section 7.14

Effectiveness

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”),

is dated as of May 14, 2026, and is between GMR Solutions Inc., a Delaware corporation (including any successor corporation, “PubCo”),

each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding PubCo,

a “TRA Party” and together the “TRA Parties”).

RECITALS

WHEREAS, following the IPO Date, the income,

gain, loss, expense and other Tax (as defined below) items of the Corporate Taxpayer (as defined below) may be affected by the Tax Attributes

(as defined below) and Imputed Interest (as defined below); and

WHEREAS, in connection with the initial public

offering of PubCo, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to

the effect of the Tax Attributes and Imputed Interest on the liability for Taxes of the Corporate Taxpayer.

NOW, THEREFORE, in consideration of the foregoing

and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1        Definitions.

As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally

applicable to both the singular and plural forms of the terms defined).

“Actual Tax Liability”

means, with respect to any Taxable Year of the Corporate Taxpayer, the sum of (i) the liability for U.S. federal income Taxes of

the Corporate Taxpayer and (ii) the product of (A) the amount of the U.S. federal net taxable income for such taxable year

reported on the Corporate Taxpayer’s IRS Form 1120 (or any successor form), and (B) the Assumed State and Local Tax Rate.

“Affiliate” means, with

respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by,

or is under common Control with, such first Person.

“Agreed Rate” means a

per annum rate of SOFR plus 100 basis points.

“Agreement” has the meaning

set forth in the Preamble to this Agreement.

“Amended Schedule” has

the meaning set forth in Section 2.2(b) of this Agreement.

“Applicable Percentage”

means, in respect of any TRA Party, the percentage set forth opposite such TRA Party’s name on Schedule I hereto (on either Schedules

IA, IB and/or IC), as the same may be updated from time to time in accordance with Section 7.6(a).

“Assignment Notice” has

the meaning set forth in Section 7.6 of this Agreement.

“Assumed State and Local Tax Rate”

means, with respect to any Taxable Year, the sum of the effective rates of Tax imposed on the aggregate net income of the Corporate Taxpayer,

in each state or local jurisdiction in which the Corporate Taxpayer files Tax Returns for such Taxable Year, with the effective rate

in any state or local jurisdiction being equal to the product of (i) the apportionment factor on the income or franchise Corporate

Taxpayer Tax Return in such jurisdiction for such Taxable Year and (ii) the maximum applicable corporate Tax rate in effect in such

jurisdiction in such Taxable Year. As an illustration of the calculation of the Assumed State and Local Tax Rate for a Taxable Year,

if the Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a Taxable Year, the maximum applicable corporate Tax rates

in effect in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment factors for such states in such

Taxable Year are 55% and 45% respectively, then the Assumed State and Local Tax Rate for such Taxable Year is equal to 6.05% (i.e., 6.5%

multiplied by 55% plus 5.5% multiplied by 45%).

“Beneficial Owner” means,

with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or

otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or

(ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially

Own” and “Beneficial Ownership” shall have correlative meanings.

“Board” means the Board

of Directors of PubCo.

“Business Day” means each

day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required

by law to close.

“Change of Control” means

the occurrence of any of the following events:

i.               any

Person or any group of Persons acting together that would constitute a “group” for purposes of Section 13(d) of

the Securities Exchange Act of 1934, as amended or any successor provisions thereto (excluding (a) a corporation or other entity

owned, directly or indirectly, by the stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership

of stock of the Corporate Taxpayer or (b) a Person or group of Persons in which KKR Group (as defined in the Corporate Taxpayer’s

Registration Statement on Form S-1 (File No. 333-295169) or its Affiliates, directly or indirectly hold Beneficial Ownership

of securities representing more than 50% of the total voting power in such Person or held by such group) is or becomes the Beneficial

Owner, directly or indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power of the

Corporate Taxpayer’s then outstanding voting securities; or

ii.              there

is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after

the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not

constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary,

the ultimate parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation

do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities

of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof;

iii.             the

stockholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated

an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer

of all or substantially all of the Corporate Taxpayer’s assets, other than such sale, lease or other disposition by the Corporate

Taxpayer of all or substantially all of the Corporate Taxpayer’s assets (A) to an entity at least 50% of the combined voting

power of the voting securities of which are owned by stockholders of the Corporate Taxpayer in substantially the same proportions as

their ownership of the Corporate Taxpayer immediately prior to such sale or (B) a direct or indirect Subsidiary of the Corporate

Taxpayer.

Notwithstanding the foregoing, except with respect to clause (ii)(x) above,

a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of

integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such

transaction or series of transactions continue to have substantially the same proportionate ownership in, and voting control over, and

own substantially all of the shares of, an entity which owns, directly or indirectly, all or substantially all of the assets of the Corporate

Taxpayer immediately following such transaction or series of transactions.

“Co-Assignee” has the

meaning set forth in Section 7.6 of this Agreement.

“Code” means the U.S.

Internal Revenue Code of 1986, as amended.

“Common Stock” means the

Class A Common Stock, $0.0001 par value per share, of the Corporate Taxpayer.

“Control” means the possession,

direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership

of voting securities, by contract or otherwise.

“Corporate Taxpayer” means

PubCo and any company that is a member of any U.S. federal income consolidated Tax Return of which PubCo is a member, where appropriate.

“Covered Person” has the

meaning set forth in Section 7.13 of this Agreement.

“Cumulative Net Realized Tax Benefit”

for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer up to and including

such Taxable Year. The Realized Tax Benefit for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules

or Amended Schedules, if any, in existence at the time of such calculation; provided that, for the avoidance of doubt, the computation

of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any applicable Determination with respect to any Realized Tax

Benefits.

“Default Rate” means a

per annum rate of SOFR plus 500 basis points.

“Deferred Interest Expense”

means the excess business interest carryforwards under Section 163(j) of the Code of the Corporate Taxpayer or its Subsidiaries

relating to taxable periods (or portions thereof) ending on or before the IPO Date.

“Determination” shall

have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, local or non-U.S. Tax

law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the

amount of any liability for Tax.

“Dispute” has the meaning

set forth in Section 7.8(a) of this Agreement.

“Expert” has the meaning

set forth in Section 7.9 of this Agreement.

“Future TRAs” has the

meaning set forth in Section 5.1 of this Agreement.

“Hypothetical Tax Liability”

means, with respect to any Taxable Year, the sum of (i) the liability for U.S. federal income Taxes of the Corporate Taxpayer using

the same methods, elections, conventions and similar practices used on the relevant IRS Form 1120 (or any successor form) and (ii) the

product of (A) the U.S. federal net taxable income for such Taxable Year reported on the Corporate Taxpayer’s IRS Form 1120

(or any successor form), and (B) the Assumed State and Local Tax Rate, but, in the determination of the liability in clauses (i) and

(ii), with respect to the Corporate Taxpayer, (a) without taking into account the Tax Attributes and (b) excluding any deduction

attributable to Imputed Interest attributable to any payment made under this Agreement for the Taxable Year. For the avoidance of doubt,

(i) Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions

thereof) that is attributable to a Tax Attribute or Imputed Interest and (ii) there shall be no adjustment to any items of income,

gain, loss, expense or other Tax items for state and local tax purposes in determining the Hypothetical Tax Liability.

“Immediate Family Member”

means, with respect to any TRA Party in its capacity as a holder of Management Party Common TRA Interests, as applicable, any Person

who is a “family member” (as such term is used in the instructions to Form S-8 under the Securities Act or any successor

form of registration statement promulgated by the Securities and Exchange Commission) of such holder of Management Party Common TRA Interests.

“Imputed Interest” in

respect of a TRA Party shall mean any interest imputed under Sections 1272, 1274 or 483 or other provision of the Code and any similar

provision of state or local Tax law, or otherwise required to be treated as interest for Tax purposes under applicable Tax law, with

respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under this Agreement.

“Interest Amount” has

the meaning set forth in Section 3.1(b) of this Agreement.

“IPO” means the initial

public offering of Common Stock by the Corporate Taxpayer.

“IPO Date” means the initial

closing date of the IPO.

“IPO Date Amortization and Depreciation”

means the amortization deductions with respect to “amortizable section 197 intangibles” as defined in Section 197(c) and

(d) of the Code and the depreciation deductions with respect to “tangible property” within the meaning of Section 168

of the Code, and the reduction of taxable income and gain attributable to existing tax basis in any such assets, that are held by the

Corporate Taxpayer or any of its Subsidiaries (including for this purpose any Person that will be a Subsidiary of the Corporate Taxpayer

immediately prior to the IPO Date) immediately prior to the IPO Date. Notwithstanding the foregoing, the term “IPO Date Amortization

and Depreciation” shall not include any Tax attribute that is used to offset Taxes of the Corporate Taxpayer, if such offset Taxes

are attributable to taxable periods (or portions thereof) ending immediately prior to the IPO Date.

“IRS” means the U.S. Internal

Revenue Service.

“KKR TRA Party” means

KKR GMR Consolidated Aggregator LLC, and each of its Permitted Assignees; provided that, for the avoidance of doubt, neither (i) the

Corporate Taxpayer or (ii) any investment funds managed or advised by Ares Management LLC or its Affiliates shall constitute a KKR

TRA Party or an Affiliate of any KKR TRA Party.

“Management Party Common TRA Interest”

means an interest held by a TRA Party as reflected on Schedule IB with respect to its Applicable Percentage set forth therein; for the

avoidance of doubt, if a TRA Party is listed on both Schedule IB and Schedule IC, only its interests listed in Schedule IB are included

for the purpose of this definition.

“Management Party Participation TRA

Interest” means an interest held by a TRA Party as reflected on Schedule IC with respect to its Applicable Percentage set

forth therein; for the avoidance of doubt, if a TRA Party is listed on both Schedules IB and Schedule IC, only its interests listed in

Schedule IC are included for the purpose of this definition.

“Material Breach Date”

means the date of a Material Breach Event.

“Material Breach Event”

has the meaning set forth in Section 4.1(a) of this Agreement.

“Net Tax Benefit” has

the meaning set forth in Section 3.1(b) of this Agreement.

“NOLs” means, without

duplication, United States federal net operating losses, and any United States federal tax attributes subject to carryforward under Section 381

of the Code of the Corporate Taxpayer or its Subsidiaries relating to taxable periods (or portions thereof) ending on or before the IPO

Date.

“Objection Notice” has

the meaning set forth in Section 2.2 of this Agreement.

“Payment Date” means any

date on which a payment is required to be made pursuant to this Agreement.

“Permitted Assignee” means

(i) with respect to a KKR TRA Party, any successor or Affiliate thereof, and (ii) with respect to a TRA Party in its capacity

as a holder of Management Party Common TRA Interests, (A) an Immediate Family Member, (B) a trust solely for the benefit of

such party and his or her Immediate Family Members or (C) a partnership or limited liability company whose only partners or members

are such party and his or her Immediate Family Members.

“Person” means any individual,

corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental

entity or other entity.

“PubCo” has the meaning

set forth in the Preamble to this Agreement.

“Realized Tax Benefit”

means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion

of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability

shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“Reconciliation Dispute”

has the meaning set forth in Section 7.9 of this Agreement.

“Reconciliation Procedures”

has the meaning set forth in Section 2.2 of this Agreement.

“Securities Act” means

the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations promulgated thereunder.

“Service Condition” has

the meaning set forth in Section 3.6 of this Agreement.

“Senior Obligations” has

the meaning set forth in Section 5.1 of this Agreement.

“SOFR” with respect to

any day means the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator),

on the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source; provided that, at no time

shall SOFR be less than 0%. If the Corporate Taxpayer reasonably determines in good faith that (i) SOFR is no longer a widely recognized

benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars or (ii) the applicable supervisor or administrator

(if any) of SOFR or an applicable government authority has made a public statement identifying a specific date after which SOFR shall

no longer be used for determining interest rates for loans in the U.S. loan market in U.S. dollars, then the Corporate Taxpayer and the

TRA Party Representative shall collectively (as determined in good faith by the Corporate Taxpayer and the TRA Party Representative to

be consistent with a generally accepted market practice at such time), establish a replacement interest rate (the “Replacement

Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace SOFR for all purposes under

this Agreement. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely

with the consent of the Corporate Taxpayer and the TRA Party Representative, as may be necessary or appropriate, in the reasonable judgment

of the Corporate Taxpayer and the TRA Party Representative, to effectuate the provisions of this definition. The Replacement Rate shall

be applied in a manner consistent with generally accepted market practice at such time; provided that, in each case, to the extent such

market practice is not administratively feasible for the Corporate Taxpayer, such Replacement Rate shall be applied as otherwise reasonably

determined by the Corporate Taxpayer and the TRA Party Representative.

“Subsidiaries” means,

with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or

otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member

or similar interest of such Person.

“Tax Attributes” means,

without duplication, the sum of the Corporate Taxpayer’s (i) as of the IPO Date (determined on a closing of the book basis),

NOLs, Deferred Interest Expense, Tax Credits, IPO Date Amortization and Depreciation, Section 174 expense capitalization (if

any), and deductions in respect of the debt issuance costs associated with any indebtedness for borrowed money of the Corporate Taxpayer

existing as of the IPO Date (including any unamortized expenses or deductions for premiums or breakage expenses on indebtedness that

is repaid with proceeds of the IPO) and (ii) Tax deductions or other Tax benefits permitted for U.S. federal, state or local income

Tax purposes relating or attributable to the IPO.

“Tax Benefit Payment”

has the meaning set forth in Section 3.1(b) of this Agreement.

“Tax Benefit Schedule”

has the meaning set forth in Section 2.1(a) of this Agreement.

“Tax Credits” means, without

duplication, tax credits or tax refunds that may be utilized to offset U.S. federal income or alternative minimum Tax, including research

and development credits, foreign tax credits, alternative minimum tax credits, and other general and business tax credits.

“Tax Return” means any

return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules),

including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“Taxable Year” means a

taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code (and, therefore, for the avoidance of doubt,

may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the IPO Date.

“Taxes” means any and

all U.S. federal, state, local and non-U.S. taxes, assessments or similar charges that are based on or measured with respect to net income

or profits and any interest related to such Tax.

“Taxing Authority” means

any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority

thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“Third Party Assignee”

has the meaning set forth in Section 7.6 of this Agreement.

“TRA Party” has the meaning

set forth in the Preamble to this Agreement.

“TRA Party Representative”

means, initially KKR GMR Consolidated Aggregator LLC, and thereafter, either (i) the Person designated in writing by the then current

TRA Party Representative (which may be either an Affiliate or a third-party) or (ii) as designated by the Corporate Taxpayer if

so required, in each case, pursuant to Section 7.13 of this Agreement.

“Treasury Regulations”

means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions

and succeeding provisions) as in effect for the relevant Taxable Year.

“Valuation Assumptions”

shall mean, as of a Material Breach Date, the assumptions that in each Taxable Year ending on or after such Material Breach Date, (1) the

Corporate Taxpayer will have taxable income sufficient to fully utilize the Tax items arising from the Tax Attributes and Imputed Interest

during such Taxable Year or future Taxable Years and Imputed Interest that would result from future payments under this Agreement that

would be paid in accordance with the Valuation Assumptions in which such deductions would become available, (2) Tax Attributes or

Imputed Interest that are available as of the date of such Material Breach Date will be used by the Corporate Taxpayer on a pro rata

basis from such Material Breach Date through the earlier of (x) the scheduled expiration date under applicable Tax law of such Tax

Attribute and Imputed Interest, or (y) the fifth (5th) anniversary of the Material Breach Date, (3) the U.S. federal income

Tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other

law as in effect on the Material Breach Date and the Assumed State and Local Tax Rate will be calculated based on such rates and the

apportionment factor applicable in such Taxable Year.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

Section 2.1        Tax

Benefit Schedule.

(a)                   Tax

Benefit Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) of IRS Form 1120

(or any successor form) of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit , the Corporate Taxpayer

shall provide to the TRA Party Representative a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit and

Tax Benefit Payment in respect of each TRA Party for such Taxable Year (a “Tax Benefit Schedule”). Each Tax

Benefit Schedule will become final as provided in Section 2.2 and may be amended as provided in Section 2.2(b) (subject

to the procedures set forth in Section 2.2(b)).

(b)            Applicable

Principles. Subject to Section 3.3, the Realized Tax Benefit for each Taxable Year is intended to measure the decrease in the

actual liability for U.S. federal income Taxes, and to approximate the decrease in the actual liability for U.S. state and local income

Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Tax Attributes and Imputed Interest, determined using a “with

and without” methodology (i.e., the Actual Tax Liability being the “with” calculation and the Hypothetical Tax Liability

being the “without” calculation). Carryovers or carrybacks of any Tax item attributable to any of the Tax Attributes or Imputed

Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations governing the use, limitation and

expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable

to any Tax Attribute or Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance

with the “with and without” methodology. For U.S. federal and applicable state and local income Tax purposes, the parties

hereto intend that (i) the execution and issuance of this Agreement shall be treated as a distribution of property under Section 301

of the Code (or analogous provision of state or local Tax Law) with respect to all TRA Parties other than the holders of Management Party

Participation TRA Interests, and (ii) each Tax Benefit Payment in respect of a Management Party Participation TRA Interest shall

be treated as a compensatory payment for U.S. federal and applicable state and local Tax purposes, subject to corresponding payroll withholding

Tax. In each case of the foregoing clause (i) and (ii), the parties agree not to take any position, whether in any Tax return, audit,

examination, adjustment or action with respect to any Tax, which is inconsistent with such treatment, unless required to do so by a Determination.

Section 2.2        Procedures,

Amendments.

(a)            Procedure.

Every time the Corporate Taxpayer delivers to the TRA Party Representative a Tax Benefit Schedule under this Agreement, including any

Amended Schedule, the Corporate Taxpayer shall also (x) deliver to the TRA Party Representative supporting schedules and work papers,

as determined by the Corporate Taxpayer or as reasonably requested by the TRA Party Representative, providing reasonable detail regarding

data and calculations that were relevant for purposes of preparing the Tax Benefit Schedule and (y) allow the TRA Party Representative

reasonable access at no cost to the appropriate representative at the Corporate Taxpayer, as determined by the Corporate Taxpayer or

as reasonably requested by the TRA Party Representative, in connection with a review of the Tax Benefit Schedule. Without limiting the

generality of the preceding sentence, the Corporate Taxpayer shall ensure that any Tax Benefit Schedule that is delivered to a TRA Party,

along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax

Liability and the Hypothetical Tax Liability and identifies any material assumptions or operating procedures or principles that were

used for purposes of such calculations. A Tax Benefit Schedule or amendment thereto shall become final and binding on all parties thirty

(30) calendar days from the date on which the relevant TRA Party is treated as having received the Tax Benefit Schedule or amendment

thereto under Section 7.1 unless the TRA Party Representative with respect to the applicable TRA Party, (i) within thirty (30)

calendar days from such date provides the Corporate Taxpayer with notice of a material objection to the Tax Benefit Schedule (“Objection

Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice within the period

described in clause (i) above, in which case the Tax Benefit Schedule or amendment thereto becomes binding on the date the waiver

is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully

resolve the issues raised in an Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of such Objection

Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the reconciliation procedures as described in Section 7.9

of this Agreement (the “Reconciliation Procedures”). The TRA Party Representative will fairly represent the

interests of the TRA Parties and shall use reasonable efforts to timely raise and pursue, in accordance with this Section 2.2, any

reasonable objection to a Tax Benefit Schedule or amendment thereto timely communicated in writing to the TRA Party Representative by

a TRA Party.

(b)           Amended

Schedule. The Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection

with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the Tax Benefit Schedule identified as

a result of the receipt of additional factual information relating to a Taxable Year after the date the Tax Benefit Schedule was provided

to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a

change in the Realized Tax Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such

Taxable Year, or (v) to reflect a change in the Realized Tax Benefit for such Taxable Year attributable to an amended Tax Return

filed for such Taxable Year (any such Tax Benefit Schedule, an “Amended Schedule”). The Corporate Taxpayer

shall provide an Amended Schedule to each TRA Party, if applicable, for any particular Taxable Year within one hundred and twenty (120)

calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for the

succeeding Taxable Year.

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1       Payments.

(a)            Payments.

Within five (5) Business Days after a Tax Benefit Schedule delivered to the TRA Party Representative becomes final in accordance

with Section 2.2 and Section 7.9, if applicable, the Corporate Taxpayer shall pay to each TRA Party for such Taxable Year the

Tax Benefit Payment in respect of such TRA Party determined pursuant to Section 3.1(b); provided that any Tax Benefit Payment

payable with respect to a Management Party Participation TRA Interest shall have satisfied the Service Condition. Each such Tax

Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by such TRA Party

to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and such TRA Party; provided, that each Tax Benefit

Payment with respect to a Management Party Participation TRA Interest shall be paid through the Corporate Taxpayer’s (or its applicable

Subsidiary’s) payroll system, net of any applicable withholding tax. For the avoidance of doubt, no Tax Benefit Payment shall

be made in respect of estimated Tax payments, including, without limitation, U.S. federal estimated income Tax payments.

(b)           A

“Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal

to the sum of such TRA Party’s Applicable Percentage of the Net Tax Benefit and the Interest Amount with respect thereto. Subject

to Section 3.3, the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any,

of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made

under the first sentence of Section 3.1(a) (excluding payments attributable to Interest Amounts); provided that, for

the avoidance of doubt, no such recipient shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest

Amount” shall equal the interest on the unpaid amount of the Net Tax Benefit calculated at the Agreed Rate from the due

date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for such

Taxable Year until the earlier of (i) the date on which no remaining Tax Benefit Payment is due in respect of such Net Tax Benefit

and (ii) the Payment Date under Section 3.1(a).

Section 3.2        No

Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including

interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such

intentions are realized.

Section 3.3        Pro

Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate Realized Tax Benefit

of the Corporate Taxpayer with respect to the Tax Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does

not have sufficient taxable income, the Net Tax Benefit for that Taxable Year shall be allocated among all parties then-eligible to receive

Tax Benefit Payments under this Agreement in proportion to the amounts of Net Tax Benefit for that Taxable Year, respectively, that would

have been attributable to each TRA Party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation.

Section 3.4        Payment

Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments

due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax

Benefit Payments for such Taxable Year shall be allocated to all parties eligible to receive Tax Benefit Payments under this Agreement

in such Taxable Year in proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to each TRA Party

if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall

be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been

made in full.

Section 3.5        Overpayments.

Subject to the procedures described in Section 2.2, to the extent the Corporate Taxpayer makes a Tax Benefit Payment to a TRA Party

in respect of a particular Taxable Year under Section 3.1(a) in an amount in excess of the amount of such Tax Benefit Payment

that should have been made to such TRA Party in respect of such Taxable Year under the terms of this Agreement then such TRA Party shall

not receive further Tax Benefit Payments under Section 3.1(a) or Section 4.1(a) until such TRA Party has foregone

an amount of Tax Benefit Payments equal to such excess; provided, that, for the avoidance of doubt, no TRA Party shall be required

to return any payment paid by the Corporate Taxpayer to such TRA Party.

Section 3.6        Service

Condition. A TRA Party shall be entitled to a Tax Benefit Payment with respect to a Management Party Participation TRA Interest hereunder

only if such TRA Party was employed with the Corporate Taxpayer or its Subsidiaries for at least one calendar day during the Taxable

Year in which the Tax Benefit Payment is paid (the “Service Condition”). If the Service Condition is not met

on any Payment Date with respect to any Management Party Participation TRA Interest, then (x) no Tax Benefit Payment on such Payment

Date or any future Tax Benefit Payments shall be made hereunder with respect to such Management Party Participation TRA Interest and

(y) the Applicable Percentage corresponding to such Management Party Participation TRA Interest shall be decreased to zero, while

the Applicable Percentage of all other TRA Parties shall be increased (in a corresponding amount in the aggregate) on a pro rata basis

(based on relative Applicable Percentage) for the applicable Tax Benefit Payment and all future Tax Benefit Payments. For the avoidance

of doubt, any Tax Benefit Payment that is not paid due to a failure of the Service Condition shall not be retained by the Corporate Taxpayer

and shall be paid in full to the remaining TRA Parties in accordance with this Section 3.6. The Corporate Taxpayer may in

its sole discretion adjust the terms of the Service Condition and Management Party Participation TRA Interests to the extent necessary

to comply with Section 409A of the Code, including in the event of a change of the Taxable Year of the Corporate Taxpayer.

ARTICLE IV

Valuation Assumptions

Section 4.1        Breach

of Agreement; Change of Control

(a)            In

the event that (1) the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of

failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result

of the rejection of this Agreement in a case commenced under Title 11 of the United States Code (i.e., the United States Bankruptcy Code)

or otherwise or (2)(A) the Corporate Taxpayer shall commence any case, proceeding or other action (i) under any existing or

future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking

to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization,

arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking

an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of

its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate

Taxpayer any case, proceeding or other action of the nature referred to in clause (A) above that remains undismissed or undischarged

for a period of sixty (60) calendar days (an event described in clause (1) or (2), a (“Material Breach Event”),

and the Material Breach Event has not been cured prior to the due date of the Tax Return (including extensions) of the Corporate Taxpayer

for the Taxable Year in which such Material Breach Event occurred, all Tax Benefit Payments shall be calculated utilizing the Valuation

Assumptions; provided that, (x) if such Material Breach Event is cured prior to the due date of the Tax Return (including

extensions) of the Corporate Taxpayer for the Taxable Year in which such Material Breach Event occurred, then the Valuation Assumptions

shall not apply and the Tax Benefit Payments shall be calculated pursuant to this Agreement as if such Material Breach Event had not

occurred and (y) if such Material Breach Event is cured after such date, then the Valuation Assumptions shall no longer apply with

respect to any Tax Benefit Payments for any Taxable Year that includes or ends after the date of such cure. The parties agree that

the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be

deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered

to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months

of the date such payment is due. For the avoidance of doubt, in the case of a Material Breach Event no obligations hereunder shall be

accelerated and no payments shall be immediately due and payable unless otherwise due and payable hereunder. Notwithstanding anything

in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporate Taxpayer fails

to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided,

that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient

funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply,

but the Default Rate shall be replaced by the Agreed Rate). Notwithstanding anything to the contrary, a Material Breach Event shall be

deemed not to have occurred in respect of a TRA Party if the TRA Party Representative has waived the application of this Section 4.1(a) on

behalf of such TRA Party.

(b)            In

the event of a Change of Control, all obligations hereunder shall be calculated utilizing the Valuation Assumptions by substituting in

each case the terms “the closing date of a Change of Control” in each place where the phrase “Material Breach Date”

appears. For the avoidance of doubt, in the case of a Change of Control, no obligations hereunder shall be accelerated and no payments

shall be immediately due and payable unless otherwise due and payable hereunder. Notwithstanding anything to the contrary, a Change of

Control shall be deemed not to have occurred in respect of a TRA Party if the TRA Party Representative has waived the application of

this Section 4.1(b) on behalf of such TRA Party.

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1        Subordination.

Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment required to be made by the Corporate Taxpayer

to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts

due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries

(“Senior Obligations”) and shall rank pari passu in right of payment with all current or future unsecured

obligations of the Corporate Taxpayer that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted

to be made at the time payment is due as a result of this Section 5.1 and the terms of agreements governing Senior Obligations,

such payment obligation nevertheless shall accrue for the benefit of TRA Parties and the Corporate Taxpayer shall make such payments

at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations. Notwithstanding

any other provision of this Agreement to the contrary, to the extent that the Corporate Taxpayer or any of its Affiliates enters into

future Tax receivable or other similar agreements (“Future TRAs”), the Corporate Taxpayer shall ensure that

the terms of any such Future TRA shall provide that the Tax Attributes subject to this Agreement are considered senior in priority to

any Tax attributes subject to any such Future TRA for purposes of calculating the amount and timing of payments under any such Future

TRA and that there is no duplication of Tax Attributes (and payments with respect thereto) that are subject to this Agreement and Tax

attributes (and payment obligations with respect thereto) that are subject to any Future TRAs.

Section 5.2        Late

Payments by the Corporate Taxpayer. Subject to the proviso in the last sentence of Section 4.1(a), the amount of all or any

portion of any Tax Benefit Payment not made to the TRA Parties when due under the terms of this Agreement, whether as a result of Section 5.1

or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which

such Tax Benefit Payment was first due and payable to the date of actual payment.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1        Participation

in the Corporate Taxpayer’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility

for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer, including, without limitation the preparation, filing

or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the

Corporate Taxpayer shall notify the TRA Party Representative and shall keep the TRA Party Representative reasonably informed with respect

to the portion of any audit of the Corporate Taxpayer by a Taxing Authority the outcome of which is reasonably expected to materially

affect the rights and obligations of a TRA Party under this Agreement, and shall provide to the TRA Party Representative, at the TRA

Party Representative’s expense, reasonable opportunity to provide information and other input to the Corporate Taxpayer (and their

respective advisors) concerning the conduct of any such portion of such audit.

Section 6.2        Consistency.

The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including U.S. federal, state and

local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, each Tax Benefit Payment)

in a manner consistent with that contemplated by this Agreement or specified by the Corporate Taxpayer in any Tax Benefit Schedule required

to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law. The Corporate Taxpayer

shall use commercially reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all TRA

Parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Tax Benefit Schedule in any audit, contest

or similar proceeding with any Taxing Authority.

Section 6.3        Cooperation.

Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials

as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under

this Agreement, or preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority

in respect of the matters contemplated by this Agreement, (b) make itself reasonably available to the Corporate Taxpayer and the

TRA Party Representative to provide explanations of documents and materials and such other information as the Corporate Taxpayer or the

TRA Party Representative may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably

cooperate in connection with any such matter (subject to the terms of clauses (a) and (b) above). The Corporate Taxpayer shall

reimburse each such TRA Party for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to this Section 6.3.

Upon the request of any TRA Party, the Corporate Taxpayer shall provide such information, execute such documents and otherwise cooperate

in taking any action reasonably requested by such TRA Party in connection with its tax or financial reporting and/or the consummation

of any assignment or transfer of any of its rights and/or obligations under this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1        Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received

(a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting

equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service.

All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by

the party to receive such notice:

If to the Corporate Taxpayer, to:

GMR Solutions Inc.

[address]

Attention:         Thomas

A. A. Cook

Email:                [email

address]

Any party may change its address, fax number or email by giving the

other party written notice of its new address, fax number or email in the manner set forth above. Notice to any TRA Party shall be delivered

to the last mailing address provided by such TRA Party to the Corporate Taxpayer.

Section 7.2        Counterparts.

This Agreement may be executed in one or more counterparts (including counterparts transmitted electronically in portable document format

(pdf), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) with the same effect as

if the signatures to each counterpart were upon a single instrument, all of which shall be considered one and the same agreement and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being

understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile

or electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. The parties hereto irrevocably

and unreservedly agree that this Agreement may be executed by way of electronic signatures and the parties agree that this Agreement,

or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it

is in the form of an electronic record.

Section 7.3        Entire

Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and

understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon

and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement,

express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under

or by reason of this Agreement.

Section 7.4        Governing

Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

Section 7.5        Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all

other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance

of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any

term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify

this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions

contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.6        Successors;

Assignment; Amendments; Waivers.

(a)            Each

TRA Party may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed and

delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form of Exhibit A

hereto, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in this Section 7.6 or elsewhere

in this Agreement or in such joinder; provided, that a Management Party Participation TRA Interest shall not be assigned or transferred

and any attempt to assign or transfer such interest shall be void ab initio.

(b)            In

the event that any KKR TRA Party proposes to transfer and/or assign all or a portion of its rights under this Agreement to any Person

(other than to (i) a Permitted Assignee of such KKR TRA Party or (ii) another TRA Party) (a “Third Party Assignee”),

then such KKR TRA Party will provide each TRA Party that holds Management Party Common TRA Interests and each Permitted Assignee thereof

that has become a TRA Party in accordance with Section 7.6(a) (each, a “Co-Assignee”), with the right

to transfer and/or assign to such Third Party Assignee the same portion of such Co-Assignee’s rights under this Agreement by providing

each Co-Assignee with at least twelve (12) Business Days’ prior written notice of such proposed transfer and/or assignment, which

written notice shall contain a summary of the material terms and conditions thereof (to the extent known or reasonably determinable)

(an “Assignment Notice”). If a Co-Assignee wishes to participate in such transfer and/or assignment, such Co-Assignee

shall provide written notice thereof to such KKR TRA Party no less than ten (10) Business Days after receipt of the relevant Assignment

Notice from the KKR TRA Party, which participation notice by such Co-Assignee shall be unconditional and irrevocable. Each Co-Assignee

that timely and properly delivers a participation notice shall participate in such transfer and/or assignment on substantially the same

terms and conditions as the initiating KKR TRA Party, including as to any representations, warranties, covenants, indemnities and agreements

made by such KKR TRA Party (it being understood that the liability of such KKR TRA Party or each participating Co-Assignee shall be limited

to such Person’s proceeds from such transfer and/or assignment). Any such transfer and/or assignment will be effectuated pursuant

to such procedures and documentation as the initiating KKR TRA Party shall reasonably determine. Each participating Co-Assignee shall

cooperate reasonably and promptly with the initiating KKR TRA Party in connection with such transfer and/or assignment (including taking

or causing to be taken all such actions as such KKR TRA Party deems to be reasonably necessary or appropriate in order to consummate

expeditiously such transfer and/or assignment). The initiating KKR TRA Party and each participating Co-Assignee shall bear their proportionate

share of the fees and expenses incurred by the KKR TRA Party in connection with the negotiation, execution and/or consummation of such

transfer and/or assignment.

provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer and by the

TRA Party Representative (such approval not to be unreasonably withheld, conditioned or delayed); provided that, no such amendment

shall be effective if such amendment will have a disproportionate, material and adverse effect on one TRA Party compared to any other

TRA Party unless such amendment is consented to in writing by such affected TRA Party (such consent not to be unreasonably withheld,

conditioned or delayed).

(d)            All

of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties

hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall

require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially

all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement

in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

(e)            If

all or a portion of a TRA Party’s rights pursuant to this Agreement are transferred, sold, assigned or otherwise disposed of, then

the transferor shall have no further right to receive any further payments in respect of such rights and any subsequent payments to the

transferee shall be determined with regard to amounts previously paid to the transferor.

Section 7.7        Titles

and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to

be considered in construing this Agreement.

Section 7.8        Resolution

of Disputes.

(a)            Any

and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary claims of any party,

arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance

of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”)

shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of

Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator within

thirty (30) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment.

The arbitrator shall be a lawyer admitted to the practice of law in the State of New York and shall conduct the proceedings in the English

language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b)            Notwithstanding

the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court of competent jurisdiction

for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or

enforcing an arbitration award and, for the purposes of this paragraph (b), each TRA Party (i) expressly consents to the application

of paragraph (c) of this Section 7.8 to any such action or proceeding, (ii) agrees that proof shall not be required that

monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate,

and (iii) irrevocably appoints the Corporate Taxpayer as agent of such TRA Party for service of process in connection with any such

action or proceeding and agrees that service of process upon such agent, who shall promptly advise the TRA Party of any such service

of process, shall be deemed in every respect effective service of process upon the TRA Party in any such action or proceeding.

EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING

BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED

ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action

or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration

award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and

to the parties’ relationship with one another; and

(ii)            The

parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal

jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding

paragraph of this Section 7.8 and such parties agree not to plead or claim the same.

Section 7.9        Reconciliation.

In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement with respect to the matters

governed by Sections 2.2 and 4.1 within the relevant period designated in this Agreement (“Reconciliation Dispute”),

the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”)

in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally

recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA Party Representative agree otherwise, the Expert shall

not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA Party Representative

or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party Representative are unable to agree on

an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then

the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating

to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable,

in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter

is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax

Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement

and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The

costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except

as provided in the next sentence. The Corporate Taxpayer and the TRA Party Representative shall bear their own costs and expenses of

such proceeding, unless (i) the Expert adopts the TRA Party Representative’s position in which case the Corporate Taxpayer

shall reimburse the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the

Expert adopts the Corporate Taxpayer’s position, in which case the TRA Party Representative shall reimburse the Corporate Taxpayer

for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation

Dispute within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation

Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporate Taxpayer and all the

TRA Parties and may be entered and enforced in any court having jurisdiction.

Section 7.10      Withholding.

The Corporate Taxpayer and its Affiliates shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement

such amounts as the Corporate Taxpayer or its Affiliates are required to deduct and withhold with respect to the making of such payment

under the Code or any provision of state, local or non-U.S. Tax law. To the extent that amounts are so withheld and paid over to the

appropriate Taxing Authority by the Corporate Taxpayer or its Affiliates, such withheld amounts shall be treated for all purposes of

this Agreement as having been paid to the Person in respect of whom such withholding was made. To the extent that any payment pursuant

to this Agreement is not reduced by such deductions or withholdings, such recipient shall indemnify the applicable withholding agent

for any amounts imposed by any Taxing Authority together with any costs and expenses related thereto. Each TRA Party shall provide the

Corporate Taxpayer and any applicable withholding agent with an IRS Form W-9 or the applicable version of IRS Form W-8 in connection

with the execution of this Agreement on the date hereof and at such time or times reasonably requested by the Corporate Taxpayer. Any

transferee of rights under this Agreement (including under Section 7.6) shall promptly on the date it becomes a party to this Agreement

(and at such time or times reasonably requested by the Corporate Taxpayer) provide the Corporate Taxpayer or other applicable withholding

agent with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable version of IRS Form W-8) in

connection with determining whether any deductions and withholdings are required under the Code or any provision of U.S. state, local

or non-U.S. Tax law.

Section 7.11     Admission

of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a)            If

the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income

Tax Return pursuant to Sections 1501 et seq. of the Code, then: (i) the provisions of this Agreement shall be applied with respect

to the group as a whole; and (ii) Tax Benefit Payments and other applicable items hereunder shall be computed with reference to

the taxable income of the group as a whole.

(b)            If

any member of a group described in Section 7.11(a) deconsolidates from the group (or the Corporate Taxpayer deconsolidates

from the group), then the Corporate Taxpayer shall cause such member (or the parent of the consolidated group in a case where the Corporate

Taxpayer deconsolidates from the group) to assume the obligation to make payments hereunder with respect to the applicable Tax Attributes

allocable to such member and any Imputed Interest in a manner consistent with the terms of this Agreement as the member (or one of its

Affiliates) actually realizes Tax benefits. If a transferee or a member of a group described in Section 7.11(a) assumes an

obligation to make payments hereunder pursuant to the foregoing sentence, then the initial obligor is relieved of the obligation assumed.

any entity that is obligated to make a Tax Benefit Payment hereunder transfers one or more assets to a corporation (or a Person classified

as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501

of the Code or any corresponding provisions of state, local or foreign law (including as a result of any series of transactions or acts),

such entity, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the entity and

determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable

transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the gross fair market

value of the transferred asset. For purposes of this Section 7.11(c), a transfer of a partnership interest shall be treated as a

transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.

Section 7.12     Confidentiality.

(a)            Each

TRA Party and each of their assignees acknowledge and agree that the information of the Corporate Taxpayer is confidential and, except

in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process

or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person

any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates and successors learned by

the TRA Party heretofore or hereafter. This Section 7.12 shall not apply to (i) any information that has been made publicly

available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party

in violation of this Agreement) or is generally known to the business community, (ii) the disclosure of information to the extent

necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority

or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such returns, (iii) the disclosure

of information to a prospective assignee or transferee of the TRA Party to the extent reasonably necessary for such TRA Party to market

its rights or obligations under this Agreement or to consummate a transfer or assignment of its rights or obligations under this Agreement

so long as such prospective transferee agrees to be bound by the confidentiality obligations pursuant to this Agreement prior to such

disclosure and (iv) the disclosure of information to current and prospective limited partners of the TRA Party so long as such current

or prospective limited partner agrees to be bound by the confidentiality obligations pursuant to this Agreement prior to such disclosure. Notwithstanding

anything to the contrary herein, each TRA Party and each of its assignees (and each employee, representative or other agent of the TRA

Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax

structure of the Corporate Taxpayer and their Affiliates, and any of their transactions, and all materials of any kind (including opinions

or other Tax analyses) that are provided to the TRA Party relating to such Tax treatment and Tax structure.

(b)            If

a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the

Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive

relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged

and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries

or the TRA Parties and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate

remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available

at law or in equity.

Section 7.13     TRA

Party Representative.

(a)            By

executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably constituted the TRA Party Representative as his,

her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things

and execute any and all documents on behalf of the TRA Parties which may be necessary, convenient or appropriate to facilitate any matters

under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement;

(ii) except to the extent specifically provided in this Agreement, receipt and forwarding of notices and communications pursuant

to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments

or modifications deemed by the TRA Party Representative, in its sole and absolute discretion, to be necessary or appropriate under this

Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending

this Agreement or any of the instruments to be delivered to the Corporate Taxpayer pursuant to this Agreement; (vi) taking actions

the TRA Party Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (vii) negotiating

and compromising, on behalf of the TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies

available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of the TRA Parties, any settlement

agreement, release or other document with respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents

or consultants on behalf of the TRA Parties in connection with this Agreement or any other agreement contemplated hereby and paying any

fees related thereto.

(b)            The

TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer. If at any time the TRA Party

Representative resigns, the Person then-serving as the TRA Party Representative shall be entitled to appoint its successor. If the TRA

Party Representative fails to appoint a successor that will serve as of the effective date of the resignation of the then-serving TRA

Party Representative, the Corporate Taxpayer shall be entitled to appoint the successor.

(d)            To

the fullest extent permitted by law, the TRA Party Representative or any of their respective Affiliates, directors, officers, employees

or other agents (each a “Covered Person”) shall not be liable, responsible or accountable in damages or otherwise

to any TRA Party or the Corporate Taxpayer for damages arising from any action taken or omitted to be taken by the TRA Party Representative,

as applicable, or any other Person with respect to the Corporate Taxpayer, except in the case of any action or omission which constitutes,

with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and

other experts selected by it, and any act or omission suffered or taken by it on behalf of the Corporate Taxpayer or in furtherance of

the interests of the Corporate Taxpayer in good faith in reliance upon and in accordance with the advice of such counsel, accountants,

or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act

or omission; provided that, such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered

Persons may rely in good faith upon, and shall have no liability to the Corporate Taxpayer or the TRA Parties for acting or refraining

from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture,

or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)            Notwithstanding

anything in this Agreement, the rights and obligations of the TRA Party Representative under this Agreement shall terminate in the event

no TRA Party represented by the TRA Party Representative has a right to receive a future payment pursuant to this Agreement. For the

avoidance of doubt, a Tax Benefit Payment received but disputed in good faith shall be considered a right to receive a future payment

pursuant to this Agreement for purposes of this Section 7.13(e).

Section 7.14      Effectiveness. This

Agreement shall become effective on the date hereof; provided, this Agreement will not be effective for any holder of Management

Party Common TRA Interests or Management Party Participation TRA Interests that does not execute it within thirty (30) calendar days

of the date hereof (and for the avoidance of doubt for any other TRA Party that does not execute it on the date hereof), unless such

TRA Party has become party to this Agreement, or obtained rights hereunder, pursuant to Section 7.6.

[The remainder of this page is intentionally

blank]

IN WITNESS WHEREOF, the Corporate Taxpayer and each

TRA Party have duly executed this Agreement as of the date first written above.

CORPORATE TAXPAYER

GMR Solutions Inc.

By:

/s/ Thomas A. A. Cook

Name:

Thomas A. A. Cook

Title:

Executive Vice President, General Counsel and Secretary

IN WITNESS WHEREOF, the Corporate Taxpayer and each TRA Party have duly executed this Agreement as of the date first written above.

TRA Party

KKR GMR CONSOLIDATED AGGREGATOR LLC

By:

KKR North America Fund XI (AMG) LLC, its managing member

By:

KKR AMG Managing Member LLC, its managing member

By:

/s/ Scott Karnas

Name:

Scott Karnas

Title:

Vice President, Finance

IN WITNESS WHEREOF, the Corporate Taxpayer and each TRA Party have duly executed this Agreement as of the date first written above.

TRA Party

Ares Capital Corporation

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

Ares Credit Investment Partnership I (V), L.P.

By:

Ares CIP (V) Management LLC, its Investment Manager

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

Ares Credit Strategies Insurance Dedicated Fund Series Interests of the SALI Multi-Series Fund, L.P.

By:

Ares Management LLC, its Investment Manager

By:

Ares Capital Management LLC, as Sub-Adviser

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

Ares Direct Finance I LP

By:

Ares Capital Management LLC, its Investment Manager

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

Ares Diversified Credit Strategies Fund II (IM) L.P.

By:

Ares Capital Management III LLC, its Manager

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

Ares PCS PF Equity Holdings, LLC

By:

Ares Capital Management LLC, its Servicer

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

Ares PCS II PF Equity Holdings, L.P.

By:

Ares PCS Management II, L.P., its General Partner

By:

Ares PCS Management GP II, LLC, its General Partner

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

CION Ares Diversified Credit Fund

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

SA Real Assets 20 Limited

By:

Ares Management LLC, its Manager

By:

Ares Capital Management LLC, as Sub-Adviser

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

IN WITNESS WHEREOF, the Corporate Taxpayer and each TRA Party have duly executed this Agreement as of the date first written above.

TRA Party

SIP V AP MEZZANINE MASTER, L.P.

By:

HPS Strategic Investment Management V, LLC, its Investment Manager

By:

HPS Investment Partners, LLC, its Sole Member

By:

/s/ Garrett Cockren

Name:

Garrett Cockren

Title:

Managing Director

SIP V GMR US SUBSIDIARY, L.P.

By:

HPS Strategic Investment Management V, LLC, its Investment Manager

By:

HPS Investment Partners, LLC, its Sole Member

By:

/s/ Garrett Cockren

Name:

Garrett Cockren

Title:

Managing Director

HINODE MP 2020 GMR HOLDINGS, L.P.

By:

HPS Mezzanine Management 2019, LLC, its Investment Manager

By:

HPS Investment Parters, LLC, its Sole Member

By:

/s/ Garrett Cockren

Name:

Garrett Cockren

Title:

Managing Director

IN WITNESS WHEREOF, the Corporate Taxpayer and each TRA Party have duly executed this Agreement as of the date first written above.

TRA Party

KED MDXL INVESTMENTS, LLC

By:

/s/ Adam Schaeffer

Name:

Adam Schaeffer

Title:

Vice President

SCHEDULE IA

TRA Party

[Omitted]

SCHEDULE IB

Management Party Common TRA Interests

[Omitted]

SCHEDULE IC

Management Party Participation TRA Interests

[Omitted]

Exhibit A

Form of Joinder

JOINDER (this “Joinder”) to the

Tax Receivable Agreement, dated as of May 14, 2026, between GMR Solutions Inc., a Delaware corporation (including any successor

corporation, “PubCo”) and the TRA Parties (as defined therein) (the “Tax Receivable Agreement”),

is entered into on _______________ by _______________ (“New TRA Party”).

WHEREAS, New TRA Party is executing and delivering

this Joinder pursuant to Section 7.6(a) of the Tax Receivable Agreement.

NOW, THEREFORE, in consideration of the foregoing

and the respective covenants and agreements set forth in the Tax Receivable Agreement, and intending to be legally bound hereby, the

New TRA Party hereto agrees as follows:

Section 1.1       Definitions.

To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set

forth in the Tax Receivable Agreement.

Section 1.2       Joinder.

By executing and delivering this Joinder to PubCo, New TRA Party hereby acknowledges and agrees (i) that it has received and read

the Tax Receivable Agreement, (ii) that it is a “TRA Party” (as defined in the Tax Receivable Agreement) for all purposes

of the Tax Receivable Agreement and (iii) that it is bound by and subject to all of the terms and conditions of a TRA Party contained

in the Tax Receivable Agreement, with all attendant rights, duties and obligations of a TRA Party thereunder, except as otherwise provided

therein or in this Joinder. The parties to the Tax Receivable Agreement shall treat the execution and delivery hereof by the New TRA

Party as the execution and delivery of the Tax Receivable Agreement by the New TRA Party and, upon receipt of this Joinder by PubCo,

the signature of the New TRA Party set forth below shall constitute a counterpart signature to the signature page of the Tax Receivable

Agreement.

Section 1.3       Notice.

Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to New TRA Party shall be delivered or

sent to New TRA Party at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable

Agreement.

Section 1.4       Governing

Law. This Joinder shall be governed by and construed in accordance with the law of the State of New York.

IN WITNESS WHEREOF, this Joinder has been duly executed

and delivered by New TRA Party as of the date first above written.

[NEW TRA PARTY]

By:

Name:

Title:

Address for notices:

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2614803d1_ex10-2.htm · Sequence: 7

Exhibit 10.2

Execution Version

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

GMR SOLUTIONS INC.

Dated as of May 12, 2026

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.1.

Definitions

Section 1.2.

Construction

Article II

CORPORATE

GOVERNANCE

Section 2.1.

Board of Directors

Section 2.2.

Committees

Section 2.3.

Consent Rights

Section 2.4.

Controlled Company

Section 2.5.

Permitted Disclosure

Section 2.6.

Transfer of Rights under this Agreement

Article III

INFORMATION

Section 3.1.

Books and Records; Access; Certain Reports

Section 3.2.

Cooperation

Article IV

MISCELLANEOUS

Section 4.1.

Termination

Section 4.2.

Indemnification

Section 4.3.

Amendments and Waivers

Section 4.4.

Successors, Assigns and Transferees

Section 4.5.

Third Parties

Section 4.6.

Notices

Section 4.7.

Further Assurances

Section 4.8.

Entire Agreement

Section 4.9.

Restrictions on Other Agreements; Bylaws

Section 4.10.

Delays or Omissions

Section 4.11.

Governing Law; Jurisdiction; Waiver of Jury Trial

Section 4.12.

Severability

Section 4.13.

Enforcement

Section 4.14.

Titles and Subtitles

Section 4.15.

No Recourse

Section 4.16.

Counterparts; Electronic Signatures

Section 4.17.

Section 16 Matters

Section 4.18.

United States Citizenship

Section 4.19.

Effectiveness

Exhibits

Exhibit A — Assignment and Assumption Agreement

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

GMR SOLUTIONS INC.

This AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”)

is entered into as of May 12, 2026, by and among GMR Solutions Inc., a Delaware corporation (the “Company”),

and the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and

collectively, the “Stockholders”).

RECITALS

WHEREAS, on April 28,

2015, the Company and Affiliates of KKR Investor (each as defined below) entered into that certain Stockholders Agreement (the “Original

Agreement”);

WHEREAS, the Company is currently

contemplating an underwritten initial public offering (the “IPO”) of shares of its Class A Common Stock (as defined

below);

WHEREAS, in connection with,

and effective upon, the date of completion of the IPO (the “Closing Date”), the parties hereto desire to amend and

restate the Original Agreement in its entirety and enter into this Agreement to govern certain of their rights, duties and obligations

with respect to their beneficial ownership of Common Stock after consummation of the IPO.

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:

Article I

DEFINITIONS

Section 1.1.           Definitions.

Capitalized terms used herein shall have the following meanings:

“Affiliate”

shall mean, (i) with respect to any Person (other than the KKR Investor), an “affiliate” as defined in Rule 405

of the regulations promulgated under the Securities Act, and (ii) with respect to the KKR Investor, an “affiliate” as

defined in Rule 405 of the regulations promulgated under the Securities Act and any investment fund, vehicle or holding company

of which the KKR Investor or an Affiliate of the KKR Investor serves as the general partner, managing member or discretionary manager

or advisor; provided, however, that notwithstanding the foregoing, except as used in Section 4.2, an Affiliate

of the KKR Investor shall not include any Portfolio Company or other investment of any Person or the KKR Investor or any investment fund,

vehicle or holding company or any investment fund, vehicle or holding company or any limited partners of the KKR Investor.

“Agreement”

shall have the meaning set forth in the Preamble.

“beneficial owner”

or “beneficially own” or “beneficial ownership” shall have the meaning set forth in Rule 13d-3

under the Exchange Act; provided, however, that no Stockholder shall be deemed to beneficially own any securities of the

Company held by any other Stockholder solely by virtue of the provisions of this Agreement (other than this definition which shall be

deemed to be read for this purpose without the proviso hereto).

“Board”

shall mean the board of directors of the Company.

“Business Day”

shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the

City of New York.

“Bylaws”

shall mean the Second Amended and Restated Bylaws of the Company, as in effect on the date hereof and as the same may be amended, supplemented

or otherwise modified from time to time in accordance with the terms thereof, the terms of the Charter and the terms of this Agreement.

“Change in Control”

shall mean any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale

or transfer of Common Stock or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person

or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than (x) the KKR Investor and its Affiliates,

any group of which the foregoing are members and any other members of such a group and (y) an employee benefit plan (or trust forming

a part thereof) maintained by the Company or its controlled Affiliates), obtains ownership, directly or indirectly, of (i) Common

Stock that represent more than 50% of the total voting power of the outstanding capital stock of the Company or applicable successor

entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. For purposes

of this definition, the term “Affiliates” shall include Portfolio Companies.

“Charter”

shall mean the Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and as the same may

be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and the terms of this Agreement.

“Class A Common

Stock” shall mean the Class A common stock, par value $0.0001 per share, of the Company, and any securities issued in

respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization,

merger, consolidation, exchange or other similar reorganization.

“Class B Common

Stock” shall mean the Class B common stock, par value $0.0001 per share, of the Company, and any securities issued in

respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization,

merger, consolidation, exchange or other similar reorganization.

“Closing Date”

shall have the meaning set forth in the Recitals.

“Common Stock”

shall mean, collectively, the Class A Common Stock and the Class B Common Stock.

“Company”

shall have the meaning set forth in the Preamble.

“control”

(including the terms “controlling”, “controlled by” and “under common control with”),

with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power

to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee

or executor, by contract or otherwise.

“Director”

shall mean any member of the Board.

“DOT”

shall mean the U.S. Department of Transportation (including any successor entity thereto) or any other federal department or agency at

the time administering the Foreign Ownership Limitations.

“Equity Securities”

shall mean any and all shares of (i) Common Stock, (ii) preferred stock of the Company, and (iii) any equity securities

(including, without limitation, preferred stock) of the Company convertible into, or exchangeable or exercisable for, any of the foregoing

shares, and options, warrants or other rights to acquire any of the foregoing shares or other securities. In the event any direct or

indirect Subsidiary of the Company issues directly to any Stockholder any common stock of such Subsidiary or any equity securities of

the type described in clauses (ii) and (iii), the term “Equity Securities” shall also include the common stock and equity

securities of the type described in clauses (ii) and (iii) of such Subsidiary.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant

thereto.

“Foreign Ownership

Limitations” shall mean the applicable requirement that U.S. air carriers and owners of U.S. civil aircraft must be U.S. Citizens,

which include all ownership and control restrictions under Section 40102(a)(15) of Subtitle VII of Title 49 of the United States

Code, as may be amended from time to time (or in any similar legislation of the United States enacted in substitution or replacement

thereof), and as interpreted by the DOT.

“Governmental Authority”

shall mean any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any

nature; (ii) U.S. and other federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental

authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization,

unit, body or entity and any court or other tribunal).

“IPO”

shall have the meaning set forth in the Recitals.

“KKR Designee(s)”

shall mean any Director designated by the KKR Investor pursuant to Section 2.1(a) of this Agreement.

“KKR Investor”

shall mean Pegasus Aggregator Holdco LLC and its Permitted Transferees.

“Law”

shall mean any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation,

resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority.

“Original Agreement”

shall have the meaning set forth in the Recitals.

“Permitted Transferee”

shall mean, with respect to the KKR Investor, any Transferee that is an Affiliate of the KKR Investor; provided, however,

that such Transferee shall agree in a writing in the form attached as Exhibit A hereto to be bound by and to comply with

all applicable provisions of this Agreement; provided, further, that, for the avoidance of doubt, investment funds managed

or advised by Ares Management LLC or its Affiliates shall not constitute Permitted Transferees of the KKR Investor.

“Person”

shall mean any individual, corporation, partnership, trust, joint stock company, business trust, unincorporated association, joint venture

or other entity of any nature whatsoever.

“Portfolio Company”

shall mean, with respect to any Person, a “portfolio company” (as such term is customarily used among institutional investors),

or any entity controlled by any “portfolio company”, of such Person or one of its Affiliates.

“Registration Rights

Agreement” shall mean the Amended and Restated Registration Rights Agreement, dated as of the date hereof, among the Company

and the holders party thereto, as the same may be amended, restated, or amended and restated from time to time in accordance with its

terms.

“Repurchase”

shall have the meaning set forth in Section 2.3(f).

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto.

“Stock Exchange”

shall mean The New York Stock Exchange or such other securities exchange or interdealer quotation system on which shares of Class A

Common Stock are then listed or quoted.

“Stockholder”

shall have the meaning set forth in the Preamble.

“Subsidiary”

shall mean, with respect to an entity, (i) any corporation of which a majority of the securities entitled to vote generally in the

election of directors thereof, at the time as of which any determination is being made, are owned by such entity, either directly or

indirectly, and (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which

the entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner.

“Total Number of

Directors” shall mean, at any time of determination, the total number of Directors constituting the Board.

“Transfer”

shall mean, directly or indirectly, to sell, transfer, assign, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily,

or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, encumbrance,

hypothecation or similar disposition of, any shares of Equity Securities beneficially owned by a Person or any interest in any shares

of Equity Securities beneficially owned by a Person. In the event that the KKR Investor that is a corporation, partnership, limited liability

company or other legal entity (other than an individual, trust or estate) ceases to be controlled by the Person controlling the KKR Investor

or a Permitted Transferee thereof, such event shall be deemed to constitute a “Transfer” subject to the restrictions on Transfer

contained or referenced herein.

“Transferee”

shall mean any Person to whom any Stockholder or any Transferee thereof Transfers Equity Securities of the Company in accordance with

the terms hereof.

“U.S. Citizen”

shall mean a “citizen of the United States” as such phrase is defined in Section 40102(a)(15) of Subtitle VII of Title

49 of the United States Code, as may be amended from time to time (or in any similar legislation of the United States enacted in substitution

or replacement thereof), and as interpreted by the DOT.

“Voting Securities”

shall mean, at any time of determination, shares of any class of Equity Securities of the Company that are then entitled to vote generally

in the election of Directors.

Section 1.2.    Construction.

Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter forms and the

singular form of words shall include the plural and vice versa. All references to Articles and Sections refer to articles and sections

of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement,

they shall be deemed to be followed by the words “without limitation.” This Agreement shall be construed without regard to

any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Any percentage set forth herein shall be deemed to be automatically adjusted without any action on the part of any party hereto to take

into account any stock split, stock dividend or similar transaction occurring after the date of this Agreement so that the rights provided

to the Stockholders shall continue to apply to the same extent such rights would have applied absent such stock split, stock dividend

or similar transaction.

Article II

CORPORATE

GOVERNANCE

Section 2.1.           Board

of Directors.

(a)           Following

the Closing Date, the KKR Investor shall have the right, but not the obligation, to nominate to the Board a number of designees equal

to at least: (i) a majority of the Total Number of Directors, so long as the KKR Investor and its Affiliates collectively beneficially

own 50% or more of the outstanding shares of Class A Common Stock; (ii) 40% of the Total Number of Directors, in the event

that the KKR Investor and its Affiliates collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Class A

Common Stock; (iii) 30% of the Total Number of Directors, in the event that the KKR Investor and its Affiliates collectively beneficially

own 30% or more, but less than 40%, of the outstanding shares of Class A Common Stock; (iv) 20% of the Total Number of Directors,

in the event that the KKR Investor and its Affiliates collectively beneficially own 20% or more, but less than 30%, of the outstanding

shares of Class A Common Stock; and (v) 10% of the Total Number of Directors, in the event that the KKR Investor and its Affiliates

collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Class A Common Stock. For purposes of

calculating the number of Directors that the KKR Investor is entitled to designate pursuant to the immediately preceding sentence, any

fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 and 1/4) Directors shall

equate to two (2) Directors), and any such calculations shall be made after taking into account any increase in the Total Number

of Directors.

(b)           Effective

as of the Closing Date, the KKR Designees shall initially be Max Lin and Johnny Kim.

Company agrees, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to

include the individuals designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election

at any meeting of stockholders called for the purpose of electing Directors and to use its best efforts to cause the election of each

such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such

individual’s election and soliciting proxies or consents in favor thereof; provided that if the Company’s Nominating,

Corporate Governance and Compliance Committee determines in good faith that a KKR Designee (i) is not qualified to serve on the

Board consistent with such committee’s duly adopted policies and procedures applicable to all directors or (ii) does not satisfy

applicable legal requirements regarding service as a Director, the KKR Investor shall have the right to nominate a different KKR Designee.

(d)           In

the event that the KKR Investor has nominated less than the total number of designees that it shall be entitled to nominate pursuant

to Section 2.1(a), then the KKR Investor shall have the right, at any time, to nominate such additional designee(s) to

which it is entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted

by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) nominate and effect the election or appointment

of such additional individuals, including by increasing the size of the Board, and (y) designate such additional individuals nominated

by the KKR Investor to fill any such newly created directorships or to fill any other existing vacancies.

(e)           In

the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause)

of any Director designated by the KKR Investor pursuant to this Section 2.1, such vacancy may be filled by the KKR Investor

pursuant to the terms of the Charter and the Board and the Company shall, to the fullest extent permitted by applicable Law (including

with respect to fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the KKR Investor

as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect

to fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same.

(f)            In

the event that the KKR Investor shall cease to have the right to designate a Director pursuant to this Section 2.1, the designee

of the KKR Investor selected by the KKR Investor shall (i) at the request of the Company resign immediately or the KKR Investor

shall take all action necessary to remove such designee or (ii) if no such request is made, continue to serve until his or her term

expires at the next annual meeting of stockholders of the Company. In the event such designee resigns or is removed at the request of

the Company, the Directors remaining in office shall be entitled to decrease the size of the Board to eliminate such vacancy and no consent

under Section 2.3 shall be required in connection with such decrease.

(g)           The

KKR Investor shall have the right to representation on the board of directors or other similar governing body (or any committee thereof)

of any Subsidiary of the Company in proportion to its representation on the Board.

(h)           The

Company shall reimburse the KKR Designee(s) for their reasonable out-of-pocket expenses incurred by them in connection with performing

his or her duties as a member of the Board (or any committee thereof), including the reasonable out-of-pocket expenses incurred by such

person for attending meetings of the Board (or any committee thereof), or in connection with their service on the board or other similar

governing body of any Subsidiary of the Company (or any committee thereof).

(i)            The

Company and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance

shall cover each member of the Board and the members of each board of directors of any of the Company’s Subsidiaries. The Company

and its Subsidiaries shall enter into director and officer indemnification agreements with each of the KKR Designees.

(j)            The

rights of the Stockholders pursuant to this Section 2.1 are personal to the Stockholders and shall not be exercised by any

Transferee other than a Permitted Transferee.

Section 2.2.           Committees.

For so long as the KKR Investor has the right to designate at least one (1) Director pursuant to Section 2.1, the KKR

Investor shall have the right, but not the obligation, to designate one (1) member of each committee of the Board; provided

that the right of any Director to serve on a committee shall be subject to applicable Law and the Company’s obligation to comply

with any applicable independence requirements of the Stock Exchange.

Section 2.3.           Consent

Rights. For so long as the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of

Class A Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to

any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any

Subsidiary of the Company), of the KKR Investor:

(a)           entering

into or effecting a Change in Control;

(b)           entering

into any agreement providing for the acquisition or divestiture of assets or equity security of any Person, in each case providing for

aggregate consideration in excess of $100 million;

into any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined

by the Board) in excess of $100 million;

(d)           initiating

a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary

of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act;

(e)           any

material change in the nature of the business of the Company and its Subsidiaries, taken as a whole;

(f)            any

redemption, acquisition or other purchase of any shares of Equity Securities (a “Repurchase”) other than (x) open

market Repurchases made pursuant to a share repurchase plan approved by the Board or (y) Repurchases in accordance with any existing

compensation plan of the Company or any Subsidiary of the Company or a Repurchase from an employee in connection with such employee’s

termination of employment with the Company or any Subsidiary of the Company or otherwise in accordance with such employee’s management

stockholder’s agreement with the Company;

(g)           the

incurrence of indebtedness for borrowed money (including through the issuance of debt securities or the guarantee of indebtedness of

another Person) in an aggregate principal amount in excess of $250 million in any transaction or series of related transactions, other

than borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof);

(h)           terminating

the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company;

(i)            subject

to Section 2.1, any increase or decrease in the size or composition of the Board, committees of the Board, and boards and

committees of Subsidiaries of the Company;

(j)            transfer,

issue, sell or dispose of any Common Stock, other equity securities, equity-linked securities or securities that are convertible or exchangeable

into equity securities of the Company or its Subsidiaries in excess of 5% of then-outstanding Equity Securities to any Person in a private

placement or series of transactions, other than (i) equity awards issued and issuances made under or pursuant to any duly-approved

and adopted equity incentive plans and (ii) Common Stock issued upon due exercise of outstanding warrants of the Company; and

(k)           any

transaction with or involving any Affiliate of the Company (other than the KKR Investor and its Affiliates), other than (i) a Transfer

to a Permitted Transferee, (ii) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation,

the Registration Rights Agreement and this Agreement, and any amendment, termination or material waiver under such agreements, (iii) customary

indemnification agreements with Directors and officers of the Company or any Subsidiary, (iv) transactions permitted by Section 2.3(f)(y) above

and other customary compensation arrangements with employees of the Company; and (v) any transaction or series of related transactions

in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $25 million per annum.

Section 2.4.           Controlled

Company.

(a)           The

KKR Investor acknowledges and agrees that, by virtue of the voting power of Common Stock held by it representing more than 50% of the

total voting power of the Common Stock outstanding as of the Closing Date, the Company qualifies as a “controlled company”

within the meaning of the Stock Exchange rules as of the Closing Date.

(b)           So

long as the Company qualifies as a “controlled company” for purposes of the Stock Exchange rules, the Company will elect

to be a “controlled company” for purposes of the Stock Exchange rules, and will disclose in its annual meeting proxy statement

that it is a “controlled company” and the basis for that determination. If the Company ceases to qualify as a “controlled

company” for purposes of the Stock Exchange rules, the KKR Investor and the Company will take whatever action may be reasonably

necessary in relation to such party, if any, to cause the Company to comply with the Stock Exchange rules as then in effect within

the timeframe for compliance available under such rules.

Section 2.5.           Permitted

Disclosure. Each KKR Designee is permitted to disclose to the KKR Investor information about the Company and its Affiliates that

he or she receives as a result of being a Director, subject to his or her fiduciary duties under Delaware law.

Section 2.6.           Transfer

of Rights under this Agreement. Any Stockholder may directly or indirectly Transfer all or any portion of its rights and obligations

hereunder to any Permitted Transferee only if (i) the Permitted Transferee simultaneously in connection with a direct Transfer executes

and delivers to each other party hereto a counterpart to this Agreement, (ii) the Transfer complies with all applicable securities

laws and (iii) the direct or indirect Transfer does not result in the Company or any of its Subsidiaries (x) failing to comply

with the Foreign Ownership Limitations or (y) being notified by the DOT that the DOT has determined that the Company or its Subsidiaries

no longer complies with the Foreign Ownership Limitations. Any direct or indirect Transfer by a Stockholder other than in compliance

with the terms and conditions of this Agreement shall be null and void, and the Company shall not recognize any such Transfer for any

purpose. For the avoidance of doubt, without the prior written consent of the Company, no Stockholder may transfer its rights and obligations

hereunder to any Transferee other than a Permitted Transferee in accordance with Section 4.4.

Article III

INFORMATION

Section 3.1.           Books

and Records; Access; Certain Reports.

(a)           The

Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall

be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally

accepted accounting principles. For so long as the KKR Investor has the right to designate at least one (1) Director pursuant to

Section 2.1, the Company shall, and shall cause its Subsidiaries to, permit the KKR Investor and its designated representatives,

at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries

and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any

such Subsidiary; provided, however, that the Company shall not be required to disclose any privileged information of the

Company so long as the Company has used its best efforts to provide such information to the KKR Investor, without the loss of any such

privilege, and notified the KKR Investor that such information has not been provided.

(b)           So

long as the KKR Investor has the right to designate at least one (1) Director pursuant to Section 2.1, the Company shall

deliver or cause to be delivered to the KKR Investor at its request:

(i)            to

the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to

the operations and cash flows of the Company and its Subsidiaries; and

(ii)           such

other reports and information as may be reasonably requested by the KKR Investor, including information requested in connection with

regulatory notifications, filings and/or other regulatory-related obligations; provided, however, that the Company shall

not be required to disclose any privileged information of the Company so long as the Company has used its best efforts to provide such

information to the KKR Investor, without the loss of any such privilege, and notified the KKR Investor that such information has not

been provided.

Section 3.2.           Cooperation.

The parties shall reasonably coordinate and cooperate with one another with respect to (i) exchanging and providing such information

to each other in connection with any regulatory notifications, filings or other obligations of each party, (ii) making any applicable

regulatory notifications and filings of each party and (iii) taking such other action to comply with any applicable regulatory obligations

of each party; provided that such material may be redacted or provided on an outside-counsel-only basis, as necessary, (x) to

comply with contractual arrangements, (y) to address good faith legal privilege or confidentiality concerns and (z) to comply

with applicable law. In addition, the parties shall supply such reasonable assistance as may be reasonably requested by any other party

in connection with the foregoing.

Article IV

MISCELLANEOUS

Section 4.1.           Termination.

Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to with the approval of the Board

and the Stockholders as provided under Section 4.3, (i) the provisions of Article II shall, with respect

to each Stockholder, terminate as provided in the applicable Section of Article II, (ii) the provisions of Article III

shall, with respect to each Stockholder, terminate as provided in the applicable Section of Article III, and (iii) this

Article IV shall not terminate. Nothing herein shall relieve any party from any liability for the breach of any of the agreements

set forth in this Agreement.

Section 4.2.           Indemnification.

(a)           The

Company agrees to indemnify and hold harmless each Stockholder, their respective directors, officers, partners, members, direct and indirect

owners, managers, Affiliates and controlling persons (each, a “Stockholder Indemnitee”) from and against any and all

liability, including, without limitation, all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings,

investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations

or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together

the “Losses”), incurred by such Stockholder Indemnitee before or after the date of this Agreement to the extent arising

out of, resulting from, or relating to (i) such Stockholder Indemnitee’s purchase and/or ownership of any Equity Securities

or (ii) any litigation to which any Stockholder Indemnitee is made a party in its capacity as a stockholder or owner of securities

(or as a director, officer, partner, member, manager, Affiliate or controlling person of any Stockholder) of the Company; provided

that the foregoing indemnification rights in this Section 4.2 shall not be available to the extent that (a) any such

Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses

are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to any of them; or

(c) subject to the rights of contribution provided for below, indemnification for any Losses would violate any applicable Law or

public policy. For purposes of this Section 4.2, none of the circumstances described in the limitations contained in the

proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent

jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee

as to any previously advanced indemnity payments made by the Company under this Section 4.2, then such payments shall be

promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder

will be in addition to any other rights any such party may have under any other agreement or instrument to which such Stockholder Indemnitee

is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification

pursuant to this Section 4.2, to the extent that any Stockholder Indemnitee is indemnified for Losses, the Company will be

subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder Indemnitee to which such payment

is made against all other Persons. Such Stockholder Indemnitee shall execute all papers reasonably required to evidence such rights.

The Company will be entitled at its election to participate in the defense of any third party claim upon which indemnification is due

pursuant to this Section 4.2 or to assume the defense thereof, with counsel reasonably satisfactory to such Stockholder Indemnitee

unless, in the reasonable judgment of the Stockholder Indemnitee, a conflict of interest between the Company and such Stockholder Indemnitee

may exist, in which case such Stockholder Indemnitee shall have the right to assume its own defense and the Company shall be liable for

all reasonable expenses therefor. Except as set forth above, should the Company assume such defense all further defense costs of the

Stockholder Indemnitee in respect of such third-party claim shall be for the sole account of such party and not subject to indemnification

hereunder. The Company will not without the prior written consent of the Stockholder Indemnitee (which consent shall not be unreasonably

withheld) effect any settlement of any threatened or pending third party claim in which such Stockholder Indemnitee is or could have

been a party and be entitled to indemnification hereunder unless such settlement solely involves the payment of money and includes an

unconditional release of such Stockholder Indemnitee from all liability and claims that are the subject matter of such claim. If the

indemnification provided for above is unavailable in respect of any Losses, then the Company, in lieu of indemnifying a Stockholder Indemnitee,

shall, if and to the extent permitted by Law, contribute to the amount paid or payable by such Stockholder Indemnitee in such proportion

as is appropriate to reflect the relative fault of the Company and such Stockholder Indemnitee in connection with the actions which resulted

in such Losses, as well as any other equitable considerations.

(b)           The

Company agrees to pay or reimburse (i) the Stockholders for (A) all reasonable costs and expenses (including reasonable attorneys’

fees, charges, disbursement and expenses) incurred in connection with any amendment, supplement, modification or waiver of or to any

of the terms or provisions of this Agreement or any related agreements and (B) in connection with any stamp, transfer, documentary

or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any related

agreements; and (ii) each Stockholder for all costs and expenses of such Stockholder (including reasonable attorneys’ fees,

charges, disbursement and expenses) incurred in connection with (1) the consent to any departure by the Company or any of its Subsidiaries

from the terms of any provision of this Agreement or any related agreements and (2) the enforcement or exercise by such Stockholder

of any right granted to it or provided for hereunder.

Section 4.3.           Amendments

and Waivers. Except as otherwise provided herein, no modification, amendment, restatement, amendment and restatement, or waiver of

any provision of this Agreement shall be effective without the approval of the Board and the KKR Investor; provided, however,

that any Stockholder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose; provided,

further, that any such modification, amendment, restatement, amendment and restatement or waiver that would disproportionately

and adversely affect the rights of any Stockholder hereunder (in its capacity as a Stockholder) without similarly affecting the rights

hereunder of all Stockholders (in their capacities as Stockholders) having the same rights or obligations under this Agreement to which

such modification, amendment, restatement, amendment and restatement or waiver relates, as the case may be, shall not be effective as

to such Stockholder without such Stockholder’s prior written consent. The failure of any party to enforce any of the provisions

of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter

to enforce each and every provision of this Agreement in accordance with its terms. Any written amendment, restatement, amendment and

restatement, or waiver to this Agreement that receives the vote or consent of the Stockholders provided herein need not be signed by

all Stockholders, but shall be effective in accordance with its terms and shall be binding upon all Stockholders and any Transferees.

Section 4.4.           Successors,

Assigns and Transferees. This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their

respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other

parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that the

KKR Investor shall be entitled to assign, in whole or in part, any of its rights hereunder to any of its Permitted Transferees without

such prior written consent in accordance with Section 2.6.

Section 4.5.           Third

Parties. Except as may otherwise be expressly provided in this Agreement, this Agreement does not create any rights, claims or benefits

inuring to any person that is not a party hereto nor create or establish any third-party beneficiary hereto.

Section 4.6.           Notices.

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given:

(a) when delivered personally by hand to the party to be notified (with written confirmation of receipt), (b) when sent by

e-mail (with written confirmation of transmission), (c) when received or rejected by the addressee if sent by registered or certified

mail, postage prepaid, return receipt requested, or (d) one Business Day following the day sent by reputable overnight courier (with

written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by

notice given to the other party pursuant to this provision):

(i)            if

to the Company, to:

GMR Solutions Inc.

[address]

Attention: General Counsel

Email: [email address]

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

Simpson Thacher & Bartlett LLP

[address]

Attention: Sunny Cheong; Jessica Asrat

Email: [email address]

(ii)            if

to the KKR Investor, to:

Maples Fiduciary Services (Delaware) Inc.

[address]

Attention: Max Lin

Email: [email address]

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

Simpson Thacher & Bartlett LLP

[address]

Attention: Sunny Cheong; Jessica Asrat

Email: [email address]

Section 4.7.           Further

Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request

of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party

may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry

out the intent of the parties hereunder.

Section 4.8.           Entire

Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There

are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other

than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the

parties with respect to such subject matter.

Section 4.9.           Restrictions

on Other Agreements; Bylaws.

(a)           Following

the date hereof, no Stockholder or any of its Permitted Transferees shall enter into or agree to be bound by any stockholder agreements

or arrangements of any kind with any Person with respect to any Equity Securities except pursuant to the agreements specifically contemplated

herein and the Registration Rights Agreement.

(b)           Each

of the Stockholders covenants and agrees to vote its Equity Securities and to take any other action reasonably requested by the Company

or any Stockholder to amend the Company’s Bylaws so as to avoid any conflict with the provisions hereof.

Section 4.10.         Delays

or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach,

default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed

to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or

noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on the

part of any party hereto of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any

provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such

writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

Section 4.11.         Governing

Law; Jurisdiction; Waiver of Jury Trial.

(a)           This

Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applicable to contracts

executed in and to be performed entirely within that State, without giving effect to principles or rules of conflict of laws.

(b)           In

any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties

unconditionally accepts the jurisdiction and venue of the Delaware Court of Chancery or, if the Delaware Court of Chancery does not have

subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if jurisdiction

over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate

courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to

any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process

may be made by delivery provided pursuant to the directions in Section 4.6.

OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY

DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 4.12.         Severability.

Whenever possible, each provision of this Agreement shall 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 invalid, illegal or unenforceable in any respect under any applicable Law in

any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but

this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision

had never been contained herein.

Section 4.13.         Enforcement.

Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements

in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting

any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other

equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions

hereof.

Section 4.14.         Titles

and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to

be considered in construing this Agreement.

Section 4.15.         No

Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or

relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that

are expressly identified as parties hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member,

manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or

liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of the transactions contemplated

hereby.

Section 4.16.         Counterparts;

Electronic Signatures. This Agreement may be executed in any number of counterparts (which may include counterparts delivered by

any standard form of telecommunication), each of which shall be an original, but all of which together shall constitute one and the same

instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature

complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the

fullest extent permitted by applicable law. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed

to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,

as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 4.17.         Section 16

Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes

there is otherwise any event or circumstance that may result in the KKR Investor and/or any of its Affiliates being deemed to have made

a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange

Act, then upon request of the KKR Investor, (a) the Board or a committee composed solely of two or more “non-employee directors”

as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company

or derivatives thereof for the express purpose of exempting the interests of the KKR Investor and/or any of its Affiliates (in each case,

to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in

such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable

and (b) if the transaction involves (i) a merger or consolidation to which the Company is a party and any capital stock of

the Company is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (ii) a potential acquisition

or deemed acquisition, or disposition or deemed disposition, by the KKR Investor and/or any of its Affiliates and (iii) such other

issuer of which a designee of the KKR Investor and/or any of its Affiliates serves as a member of its board of directors (or its equivalent),

then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives

thereof for the express purpose of exempting the interests of the KKR Investor and/or any of its Affiliates (in each case, to the extent

such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such

transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 4.18.         United

States Citizenship.

(a)           The

parties hereto shall use commercially reasonable efforts to ensure that the Company and its Subsidiaries comply with the Foreign Ownership

Limitations at all times. In the event that the Company determines that it or any of its Subsidiaries holding air carrier certificate

authority or exemption no longer comply with the Foreign Ownership Limitations, or DOT notifies the Company or any of its Subsidiaries

that the DOT has determined that the Company or such Subsidiary no longer complies with the Foreign Ownership Limitations, then the parties

hereto shall exercise commercially reasonable efforts to bring the Company or such Subsidiary into compliance with the Foreign Ownership

Limitations.

(b)           To

the extent necessary for the Company and its Subsidiaries to comply with the Foreign Ownership Limitations, each Stockholder (i) shall

comply with the Foreign Ownership Limitations as they apply to such Stockholder, and (ii) if a holder of Voting Securities, shall

exercise commercially reasonable efforts to remain or become a U.S. Citizen.

Section 4.19.         Effectiveness.

This Agreement shall become effective upon the Closing Date.

[Remainder of Page Intentionally Left

Blank; Signatures follow]

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

GMR SOLUTIONS INC.

By:

/s/ Thomas A. A. Cook

Name: Thomas A. A. Cook

Title: Executive Vice President, General Counsel and Secretary

PEGASUS AGGREGATOR PARENT LLC

By:

/s/ Scott Karnas

Name: Scott Karnas

Title: Vice President, Finance

PEGASUS AGGREGATOR HOLDCO LLC

By:

/s/ Scott Karnas

Name: Scott Karnas

Title: Vice President, Finance

Exhibit A

Assignment and Assumption Agreement

Pursuant to the Amended and

Restated Stockholders’ Agreement, dated as of May 12, 2026 (the “Stockholders’ Agreement”), among

GMR Solutions Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name

appears on the signature pages listed therein (each, a “Stockholder” and, collectively, the “Stockholders”),

_________, (the “Transferor”) hereby assigns to the undersigned the rights that may be assigned thereunder, and the

undersigned hereby agrees that, having acquired Equity Securities as permitted by the terms of the Stockholders’ Agreement, the

undersigned shall assume the obligations of the Transferor under the Stockholders’ Agreement. Capitalized terms used but not defined

herein shall have the meanings assigned to them in the Stockholders’ Agreement.

Listed below is information regarding the Equity

Securities:

Number of Shares of

Common Stock

Number of Warrants

[Remainder of Page Intentionally Left

Blank]

A-1

IN WITNESS WHEREOF, the undersigned

has executed this Assumption Agreement as of ______ ___, ________.

[NAME OF TRANSFEROR]

By:

Name:

Title:

[NAME OF TRANSFEREE]

By:

Name:

Title:

Acknowledged by:

GMR SOLUTIONS INC.

By:

Name:

Title:

A-2

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2614803d1_ex10-3.htm · Sequence: 8

Exhibit 10.3

INVESTMENT AGREEMENT

This

Investment Agreement (this “Agreement”) is made and entered into as of May 12, 2026, by and among GMR Solutions

Inc., a Delaware corporation (the “Company”), Pegasus Aggregator Holdco LLC, a Delaware limited liability company

(the “KKR Purchaser”), each of the Ares Investors (as defined in the Restated Registration Rights Agreement (as defined

below)) (but only with respect to Section 1(d) hereof), and SIP V GMR Holdings II, L.P., a Delaware limited partnership

(the “HPS Purchaser” and, together with KKR Purchaser, the “Purchasers”).

RECITALS

WHEREAS,

the Company plans to consummate an initial public offering of its Class A common stock, par value $0.0001 per share (the “Class A

Common Stock” and such offering, the “IPO”);

WHEREAS,

in order to effect the IPO, the Company shall enter into an Underwriting Agreement (the “Underwriting Agreement”)

with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”).

WHEREAS,

each Purchaser desires to purchase, and the Company desires to issue and sell to each Purchaser, (i) warrants to purchase shares

of Class A Common Stock at an exercise price of $0.01 per share, substantially in the form attached hereto as Exhibit A

(the “Voting Warrants”) and/or (ii) warrants to purchase shares of the Company’s Class B common stock,

par value $0.0001 per share (the “Class B Common Stock”), at an exercise price of $0.01 per share, substantially

in the form attached hereto as Exhibit B (the “Non-Voting Warrants” and, together with the Voting Warrants,

the “Warrants”);

WHEREAS,

at the Closing (as defined below), pursuant to the terms set forth in this Agreement and the Warrants, (i) the Company will issue

to the Purchasers the number of Warrants opposite such Purchasers’ name on Schedule I for an aggregate purchase price of

$500,000,000.00 (the “Aggregate Purchase Price”), and (ii) each Purchaser shall pay the portion of the Aggregate

Purchase Price set forth opposite such Purchaser’s name on Schedule I (each such portion to be paid by a Purchaser, the

“Purchase Price”), in each case of clauses (i) and (ii), subject to the terms and set forth therein;

and

WHEREAS,

in connection with the Investment (as defined below), the Company and the Purchasers are entering into an amended and restated registration

rights agreement, to be dated the date of the Closing (the “Registration Rights Agreement”).

NOW,

THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties

hereto, intending to be legally bound, hereby agree as follows:

1.            Investment.

Immediately following pricing of the IPO, on the basis of the representations and warranties and subject to the terms set forth herein:

(a)            Each

Purchaser agrees to purchase the number of Warrants set forth opposite such Purchaser’s name on Schedule I at the Closing,

which shall be subject to the restrictive legend set forth in Section 5;

(b)            The

Company agrees to issue the Warrants to the Purchasers at the Closing (collectively, the “Investment”);

connection with the Investment, the KKR Purchaser is agreeing to transfer restrictions for a period of eighteen (18) months, as set forth

in the Registration Rights Agreement and subject to the terms therein; and

(d)            Each

Ares Investor agrees to contribute its respective “stapled” warrants held by such Ares Investor, in each case, that were

originally issued pursuant to that certain Series B Preferred Stock and Warrant Purchase Agreement, dated as of

April 16, 2024 (as amended, restated, supplemented or otherwise modified from time to time) to the KKR Purchaser immediately

following, and conditioned upon, the redemption by the Company of the Series B Preferred Stock of the Company, par value

$0.0001 per share, held by the Ares Investors in accordance with the terms of the Preferred Stock Redemption and Warrant Exchange

Agreement, to be dated as of May 14, 2026 (the “Redemption Condition”); provided that the Redemption

Condition may be waived by the KKR Purchaser in its sole discretion.

2.            Closing.

The closing of the Investment (the “Closing”) will take place on the third business day following the date of this

Agreement, which shall be one business day following the consummation of the IPO. At the Closing, the Company will deliver or cause to

be delivered to the Purchasers the applicable Warrants against payment of the applicable Purchase Price by wire transfer in immediately

available funds. Prior to the Closing, as applicable, each Purchaser shall provide the Company with any information reasonably requested

by the Company in connection with the issuance of the Warrants.

3.            Representations

and Warranties of the Company.

The

Company represents and warrants to each Purchaser, severally and not jointly, as of the date hereof, that:

(a)            The

Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite power

and authority to conduct its business as it is now being conducted.

(b)            The

Company has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions

contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

herein, including the issuance of the Warrants contemplated hereby, have been duly and validly authorized by all necessary action, corporate

or otherwise, of the Company. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and

binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws

affecting creditors’ rights generally.

Warrants and shares of Class A Common Stock and Class B Common Stock, issuable upon exercise of the applicable Warrants have

been duly authorized by the Company and, when issued and delivered to the Purchasers as provided herein and therein, will be valid and

legally binding obligations of the Company, enforceable against the Company in accordance with their terms and free of liens, encumbrances

and restrictions on transfer other than (i) restrictions on transfer under the Registration Rights Agreement and under applicable

state and federal securities laws and (ii) restrictions on transfer under the lock-up agreement entered into by the Purchasers for

the benefit of the Underwriters in the IPO, and, in the case of such shares of Class A Common Stock and Class B Common Stock,

validly issued, fully paid and non-assessable. Upon the Closing, the Warrants will be registered on the Company’s books and records

and shares of Class A Common Stock and Class B Common Stock issuable upon exercise of the applicable Warrants will be reserved

for issuance (including, with respect to the Class A Common Stock, upon the conversion of Class B Common Stock into Class A

Common Stock).

(d)            The

execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation

by the Company of the transactions contemplated herein does not and will not violate (i) any provision of its bylaws, charter or

other similar document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any

law, rule, regulation, judgment, order or decree to which it is subject.

(e)            At

the Closing, the Registration Rights Agreement shall be duly authorized, executed and delivered by the Company.

(f)             No

consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by the Company

in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated

herein, except as may already have been obtained.

(g)            The

Company is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected

at any time to have a material adverse effect upon the Company’s ability to enter into and deliver this Agreement or to perform

its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

hereby will not result in a violation or imposition of any lien, charge or encumbrance upon any assets of the Company which could reasonably

be expected to result, either individually or in the aggregate, in a material adverse effect on the Company’s and its subsidiaries

financial condition, business or operations.

(h)            There

is no pending legal action, suit or proceeding that would materially and adversely affect the ability of the Company to enter into this

Agreement or to perform its obligations hereunder.

(i)             The

Registration Statement and any prospectus contained therein will not, as of the filing date of such Registration Statement, contain any

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they were made, not misleading provided, however, that the

Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the prospectus

(or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of

any Underwriter through the representative Underwriter in the IPO specifically for inclusion in the Registration Statement or the prospectus

(or any supplement thereto). “Registration Statement” means the registration statement on Form S-1, including

any prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”),

and any free writing prospectuses, relating to the IPO.

(j)             The

Company is not and, after giving effect to the transactions contemplated by this Agreement, will not be an “investment company”

as defined in the Investment Company Act of 1940, without taking account of any exemption arising out of the number of holders of the

Company’s securities.

4.            Representations

and Warranties of the Purchasers.

Each

Purchaser represents and warrants to the Company, severally and not jointly, as of the date hereof, that:

(a)            Such

Purchaser has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions

contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

herein, including the issuance of the Warrants contemplated hereby, have been duly and validly authorized by all necessary action, corporate

or otherwise, of such Purchaser. This Agreement has been duly executed and delivered by such Purchaser and constitutes its legal, valid

and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar

laws affecting creditors’ rights generally.

(b)            The

execution and delivery by such Purchaser of this Agreement, the performance by such Purchaser of its obligations hereunder and the consummation

by such Purchaser of the transactions contemplated herein does not and will not violate (i) any provision of its bylaws, charter

or other similar document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any

law, rule, regulation, judgment, order or decree to which it is subject.

the Closing, the Registration Rights Agreement shall be duly authorized, executed and delivered by such Purchaser.

(d)            No

consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such

Purchaser in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions

contemplated herein, except as may already have been obtained.

(e)            Such

Purchaser is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be

expected at any time to have a material adverse effect upon such Purchaser’s ability to enter into this Agreement or to perform

its obligations hereunder.

(f)             There

is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Purchaser to enter into

this Agreement or to perform its obligations hereunder.

(g)            Such

Purchaser acknowledges that the Warrants have not been registered under the Securities Act, or under any state or other applicable securities

laws. Such Purchaser (i) acknowledges that it is acquiring the Warrants pursuant to an exemption from registration under the Securities

Act solely for investment with no intention to distribute any of the foregoing to any person, (ii) will not sell, transfer, or otherwise

dispose of any of the Warrants except in compliance with the terms and conditions set forth in the Company’s charter or bylaws,

as amended to date, and the registration requirements or exemption provisions of the Securities Act and any other applicable securities

laws, (iii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters

and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Warrants and of making

an informed investment decision, (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Securities

Act), and (v) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate

to make an informed investment decision with respect to the Warrants, (2) has had an opportunity to discuss with the Company the

intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it

or to which it had access and (3) can bear the economic risk of (x) an investment in the Warrants and (y) a total loss

in respect of such investment. Such Purchaser has knowledge and experience in business and financial matters so as to enable it to understand

and evaluate the risks of, and form an investment decision with respect to its investment in, the Warrants, and to protect its own interest

in connection with such investment, and its purchase of the Warrants is not the result of any general solicitation or any general advertising.

(h)            Except

as set forth in Section 3 of this Agreement, none of the Company, its affiliates or any of their respective officers, directors,

employees or representatives make or have made any other representation or warranty, whether written or oral, whether express or implied,

at law or in equity, in respect of the Company, its affiliates or their respective businesses; any such other representation or warranty

is hereby expressly disclaimed; and no such party shall be liable in respect of the accuracy or completeness of any information provided

to such Purchaser or any of its affiliates or its or their representatives other than as set forth in Section 3 of this Agreement.

In particular, none of the Company, its affiliates or any of their respective officers, directors, employees or representatives make

or have made any other representation or warranty, express or implied, at law or in equity, in respect of any internal or published projections,

forecasts or revenue or earnings predictions in respect of the Company.

5.            Legends.

Any certificates issued representing shares of Class A Common Stock or Class B Common Stock issuable upon exercise of the applicable

Warrants shall bear a legend in substantially the following form:

“THE

SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR ANY STATE “BLUE SKY” LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR SUCH STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”

6.            Conditions

to the Purchasers’ Obligations at Closing. The obligations of each Purchaser to consummate

the Closing and purchase the Warrants, severally and not jointly, are subject to the fulfillment or waiver, on or by the Closing, of

each of the following conditions which waiver shall (x) be given by written communication to the Company and (y) be granted

by the Purchasers on a several and not joint basis:

(a)            Each

of the representations and warranties of the Company contained in Section 3 that are not qualified as to materiality or material

adverse effect shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they

had been made at the Closing, except for those representations and warranties that address matters only as of a particular date (which

shall remain true and correct as of such particular date), and (b) that are qualified as to materiality or material adverse effect

shall be true and accurate in all respects on and as of the Closing with the same force and effect as if they had been made at the Closing.

(b)            The

Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this

Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents

and qualifications necessary to complete the purchase and sale described herein.

Registration Statement shall have been declared effective by the Securities and Exchange Commission and the IPO shall have been consummated.

(d)            All

authorizations, approvals, waiting period expirations or terminations, or permits, if any, of any governmental authority or regulatory

body of the United States or of any state that are required in connection with the lawful issuance and sale of the Warrants pursuant

to this Agreement shall be duly obtained and effective as of the Closing, other than the filings required by applicable state “blue

sky” securities laws, rules and regulations.

(e)            During

the period from the date hereof to immediately prior to the Closing, governmental authority of competent jurisdiction shall have enacted,

issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order enjoining or otherwise prohibiting or

making illegal the consummation of the transactions contemplated at the Closing.

(f)             The

Series B Preferred Stock (as defined in the Registration Statement) of the Company held by each of the Ares Investors and the HPS

Purchaser shall be redeemed in full with respect to the Liquidation Preference (as defined in that certain Certificate of Designation

with respect to the Series B Preferred Stock of the Company, dated May 20, 2024) upon the consummation of the IPO.

(g)            Each

IPO Date Margin Loan (as defined in the Registration Rights Agreement) to be entered into by the KKR Purchaser and the HPS Purchaser

shall be in a form and substance satisfactory to each of the Ares Investors and the HPS Purchaser (with respect to its applicable IPO

Date Margin Loan), and shall be entered into concurrently with the consummation of the Investment.

7.            Covenants;

Miscellaneous.

(a)            Corporate

Actions. At any time that Warrants remain outstanding, the Company covenants and agrees that it shall take all lawful action to cause

the authorized capital stock of the Company to include a sufficient number of authorized but unissued shares of Class A Common Stock

and Class B Common Stock to satisfy the exercise requirements of the applicable Warrants then outstanding (including, with respect

to the Class A Common Stock, upon the conversion of Class B Common Stock into Class A Common Stock) and reserve such capital

stock for issuance upon any such exercise.

(b)            Listing

of Shares. At or prior to the Closing, the Company covenants and agrees that it shall promptly apply to cause the aggregate number

of shares of Class A Common Stock (including upon the conversion of Class B Common Stock into Class A Common Stock) issuable

upon exercise of the Warrants to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, or such

other primary exchange as to which Class A Common Stock is then admitted for trading. The Company will use its commercially reasonable

efforts to maintain the listing of the such shares of Class A Common Stock on the New York Stock Exchange for so long as the shares

of Class A Common Stock are then so listed.

Agreement. This Agreement and the Warrants are intended by the parties as a final expression of their agreement, and are intended

to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained

herein and therein. This Agreement, together with the Warrants, supersedes all prior agreements and understandings between the parties

with respect to such subject matter.

(d)            Amendment.

(i)            This

Agreement can be amended only by an instrument in writing signed by each of the parties hereto. Any provision of this Agreement may be

waived if, but only if, such waiver is in writing and is signed by the party against whom the waiver is to be effective.

(ii)           No

failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single

or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The

rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.

(e)            Successors;

Assignment. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs

and representatives. After the Closing, no Purchaser may assign any of its rights hereunder except in connection with a transfer of the

Warrants in compliance with any applicable terms and conditions thereof.

(f)             Survival.

No covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof, except for those

described in Section 6 and Section 7 hereof.

(g)            Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall together

constitute one and the same instrument.

(h)            Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively

given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by

electronic mail, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested,

postage prepaid, or (v) one (1) business day after deposit with a nationally recognized overnight courier, freight

prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent (a) if

to the KKR Purchaser, to Max Lin, Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Ste 302 Wilmington, Delaware 19807,

or max.lin@kkr.com (or at such other address or e-mail address as such Purchaser shall have furnished to the Company in writing), in

each case with a copy (which shall not constitute notice) to the attention of Sunny Cheong and Jessica Asrat, at Simpson

Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, or scheong@stblaw.com and jessica.asrat@stblaw.com,

(b) if to the HPS Purchaser, to Garrett Cockren, HPS Investment Partners, 40 West 57th Street, 33rd Floor, New York, NY 10019,

or garrett.cockren@hpspartners.com (or at such other address or e-mail address as such HPS Purchaser shall have furnished to the

Company in writing), in each case with a copy (which shall not constitute notice) to the attention of Stelios Saffos, Peter Sluka

and Andrew Blumenthal, at Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, or stelios.saffos@lw.com,

peter.sluka@lw.com and andrew.blumenthal@lw.com (c) if to the Ares Investor, to Mark Liggitt, Ares Capital Management LLC, 245

Park Avenue, 44th Floor, New York, NY 10167, or mliggitt@aresmgmt.com (or at such other address or e-mail address as such Purchaser

shall have furnished to the Company in writing), in each case with a copy (which shall not constitute notice) to the attention of

Stelios Saffos, Peter Sluka and Andrew Blumenthal, at Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY

10020, or stelios.saffos@lw.com, peter.sluka@lw.com and andrew.blumenthal@lw.com, or (d) if to the Company, to Thomas A.A.

Cook, 4400 State Hwy 121, Suite 700, Lewisville, Texas 75056, or thomas.cook@gmr.net (or at such other address or e-mail, or to

the attention of such other officer, as the Company shall have furnished to the Purchasers in writing), in each case with a copy

(which shall not constitute notice) to the attention of Sunny Cheong and Jessica Asrat, at Simpson Thacher & Bartlett LLP,

425 Lexington Avenue, New York, NY 10017, or scheong@stblaw.com and jessica.asrat@stblaw.com.

(i)             No

Recourse. Notwithstanding anything that may be expressed or implied herein, the Company and each Purchaser covenant, agree and acknowledge

that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against

any past, present or future director, officer, employee, agent, representative, general or limited partner, stockholder or member of

the Company or any Purchaser or of any affiliate or successor or assignee of any such party or any past, present or future director,

officer, employee, agent or representative of any of the foregoing (the “Non-Recourse Parties”), 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 shall attach to, be imposed on or otherwise be incurred by any

Non-Recourse Party (i) for any obligation of the Company or any Purchaser under this Agreement or any documents or instruments delivered

in connection with this Agreement or (ii) for any claim based on, in respect of or by reason of such obligations or their creation.

(j)             Assignment.

Until the date that is two days prior to the Closing, each Purchaser may assign, in its sole discretion, any or all of its rights and

interests under this Agreement to such Purchaser’s affiliates or Permitted Transferees (as defined in the Registration Rights Agreement).

Any assignment or reallocation of Warrants shall be set forth on the updated Schedule I delivered to the Company.

(k)            Costs;

Expenses. The Company will bear the fees and expenses of (i) itself and (ii) counsel to the Ares Investors and the HPS

Purchaser, in each case in connection with the preparation, execution and delivery of this Agreement and the consummation of the transactions

contemplated pursuant to this Agreement; provided that in the case of clause (ii), such collective amount for the Ares

Investors and the HPS Purchaser shall not exceed $1,000,000 in the aggregate.

(l)            Termination.

This Agreement shall automatically terminate upon the earliest to occur, if any, of: (i) either the Company, on the one hand, or

the Underwriters, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement, that they have

determined not to proceed with the IPO, (ii) termination of the Underwriting Agreement (other than the provisions thereof which

survive termination) prior to the sale of any of the Class A Common Stock to the Underwriters in the IPO, (c) the Registration

Statement is withdrawn or (d) the written consent of each of the Company and the Purchasers.

(m)           Governing

Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, and interpretation of this Agreement

shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice

of law or conflict of law provision or rule (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. Each of the parties hereto submits to the jurisdiction of any state

or federal court sitting in Delaware in any action or proceeding arising out of or relating to this Agreement and agrees that all claims

in respect of the action or proceedings may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction

and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an

inconvenient forum. Any and all service of process and any other notice in any such action, suit or proceeding will be effective against

any party hereto if given as provided herein. Nothing herein contained will be deemed to affect the right of any party to serve process

in any manner permitted by law. THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR COUNTERCLAIM

BROUGHT BY ANY OF THEM AGAINST THE OTHERS IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. Each of the parties

hereto hereby consents to process being served by any party to this Agreement in any action or proceeding of the nature specified in

this paragraph by the mailing of a copy thereof in the manner specified by the provisions of Section 7(h).

(n)            Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each of the KKR Purchaser and the HPS Purchaser under this

Agreement and the transactions contemplated herein are several and not joint with the obligations of any other Purchaser, and no Purchaser

shall be responsible in any way for the performance of the obligations of any other transactions under this Agreement. Nothing contained

herein and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as, and the Company acknowledges

that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption

that the Purchasers are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such

obligations or the transactions contemplated hereby and the Company acknowledges that the Purchasers are not acting in concert or as

a group with respect to such obligations or the transactions contemplated hereby. The Company acknowledges and each Purchaser confirms

that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and

advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights

arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding

for such purpose.

[Remainder of

page intentionally left blank]

WITNESS WHEREOF, the parties hereto, intending to be legally bound by the terms hereof, have caused this Agreement to be executed as

of the date first above written by their officers or other representatives thereunto duly authorized.

GMR

Solutions Inc.

By:

/s/ Thomas A. A. Cook

Name:

Thomas A.A. Cook

Title:

Executive Vice President, General Counsel and Secretary

[Signature Page to

Investment Agreement]

KKR PURCHASER

By:

Pegasus Aggregator HOLDCO LLC

By:

/s/ Scott Karnas

Name:

Scott Karnas

Title:

Vice President, Finance

[Signature Page to Investment Agreement]

ARES INVESTORS

ARES CAPITAL CORPORATION

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

ARES CREDIT INVESTMENT PARTNERSHIP I (V), L.P.

By: Ares CIP (V) Management LLC,

its Investment Manager

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

ARES CREDIT STRATEGIES INSURANCE DEDICATED

FUND SERIES INTERESTS OF SALI MULTI-SERIES FUND, L.P.

By: Ares Management LLC, its Investment

Manager

By: Ares Capital Management LLC, as

Sub-Adviser

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

ARES DIRECT FINANCE I LP

By: Ares Capital Management LLC, its

Investment Manager

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

[Signature Page to

Investment Agreement]

ARES DIVERSIFIED CREDIT STRATEGIES

FUND II (IM) L.P.

By: Ares Capital Management III LLC,

its Manager

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

SA REAL ASSETS 20 LIMITED

By: Ares Management LLC, its Manager

By: Ares Capital Management LLC, as

Sub-Adviser

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

ARES PCS II PF EQUITY HOLDINGS, L.P.

By: Ares PCS Management II, L.P.,

its General Partner

By: Ares PCS Management GP II, LLC,

its General Partner

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

CION ARES DIVERSIFIED CREDIT FUND

By:

/s/ Mark Liggitt

Name:

Mark Liggitt

Title:

Authorized Signatory

[Signature Page to

Investment Agreement]

HPS PURCHASER

SIP V GMR

Holdings II, GP, L.P.

By: SIP

V GMR HOLDINGS II, LLC, Its General

Partner

By:

/s/ Mark Rubenstein

Name:

Mark Rubenstein

Title:

Managing Director

[Signature Page to

Investment Agreement]

Schedule I

Purchaser

Warrants

Aggregate

Purchase Price

KKR

Purchaser

31,357,918.8053

$ 470,368,782.08

HPS

Purchaser

1,975,414.5280

$ 29,631,217.92

Agreed

Form

Exhibit A

Form of

Class A Common Stock Voting Warrant

[See attached]

Warrant

Certificate No. [●]

Number

of Warrants:  [●]

Warrantholder:

[●] (and indirectly by entities affiliated with [●])

Issue

Date:  [●], 2026

WARRANT TO PURCHASE

SHARES OF CLASS A COMMON STOCK

GMR SOLUTIONS

INC.

THIS

WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS

RELATING TO COMPLIANCE WITH U.S. AIRLINE FOREIGN OWNERSHIP LIMITATIONS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER

DISPOSITION OF THIS WARRANT CERTIFICATE OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE EXCEPT IN ACCORDANCE WITH THE

PROVISIONS OF SUCH WARRANT CERTIFICATE, THE APPLICABLE AGREEMENT AND THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AND (A) PURSUANT

TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION

THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS WARRANT CERTIFICATE, BY ACCEPTANCE OF THIS WARRANT CERTIFICATE,

AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH WARRANT CERTIFICATE, APPLICABLE AGREEMENT AND THE AMENDED AND RESTATED REGISTRATION

RIGHTS AGREEMENT.

GMR

Solutions Inc., a Delaware corporation (the “Company”), hereby certifies that [●], a [JURISDICTION] [TYPE

OF ENTITY] (together with his, her or its successors and assigns and any transferee of any Warrant, and his, her or its successors and

assigns, the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant certificate (this

“Warrant Certificate”), to acquire from the Company, at any time or times on or after the date hereof, but not after

5:00 P.M., Eastern Time on the date that is [(a) if the Holder is, at the time of the exercise, an Affiliate of the KKR Group (as

defined in the Amended and Restated Registration Rights Agreement), the fifth (5th) anniversary of the Issue Date and (b) otherwise,

the tenth (10th) anniversary of the Issue Date]1 [May 20, 2034] [tenth (10th) anniversary of the Issue Date

(as such date may be extended either (i) by written agreement of the Holder and the Company from time to time, (ii) pursuant

to Section 5.2 or (iii) to the extent required if at any time the Warrants cannot be exercised pursuant to Foreign Ownership

Limitations (which extension shall represent the amount of time the Warrants have not been able to be exercised))] ([(a) or (b),

as applicable,]2 the “Expiration Date”), one duly authorized, validly issued, fully paid, nonassessable

shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)

for each Warrant represented by this Warrant Certificate, which shall be adjusted or readjusted from time to time as provided in this

Warrant Certificate (as adjusted, the “Warrant Shares”), at a purchase price per share equal to $0.01 (the “Initial

Exercise Price”), which shall be adjusted from time to time as provided in this Warrant Certificate (as adjusted, the “Exercise

Price”). The Warrants are issued pursuant to the terms of that certain [●]3 Agreement, dated as of [●],

2026, by and among the Company and the parties thereto (the “Applicable Agreement”). Capitalized terms not otherwise

defined herein shall have the meaning ascribed to them in the Applicable Agreement.

5-year term to be included only in “Private Placement Warrants”, as defined in the Amended

and Restated Registration Rights Agreement.

5-year term to be included only in “Private Placement Warrants”, as defined in the Amended

and Restated Registration Rights Agreement.

NTD: “Private Placement Warrants”, as defined in the Amended and Restated Registration Rights

Agreement, will refer to the Investment Agreement.

8.            Exercise;

Exchange of Warrant.

Manner

of Exercise; Exchange.

Exercise.

Subject

to Section 1.1(d) hereof, the Holder may exercise these Warrants, in whole or in part (except as to a fractional share),

at any time and from time to time during normal business hours on any Business Day on or prior to the Expiration Date, by:

(A)           surrendering

this Warrant Certificate (subject to Section 1.1(c) hereof) and (in every case) delivering a notice of exercise in the

form attached hereto as Exhibit A (the “Exercise Notice”), duly completed and executed on behalf of the

Holder, at the principal executive office of the Company (or such other office or agency of the Company in the United States as it could

designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and

(B)           tendering

payment of the aggregate Exercise Price equal to the product of (A) the Exercise Price then in effect and (B) the number of

Warrant Shares thereby purchased, at the election of the Holder in one of the following manners:

(1)            by

check or wire transfer payable to the order of the Company to an account designated in writing by the Company; or

(2)            in

lieu of cash payment described in clause (A) above, but otherwise in accordance with the requirements of this Section 1.1,

by having the Company issue to the Holder a number of shares of Class A Common Stock determined by the following formula:

NW           =

x ((PC – PE) / PC)

where —

the number of Warrant Shares to be issued to the Holder;

the number of Warrant Shares for which the Warrants are then being exercised (including the Warrant Shares surrendered to the Company

in payment of the aggregate Exercise Price);

the Closing Sale Price of the Class A Common Stock on the Trading Day prior to the Exercise Date; and

the Exercise Price.

Fractional Shares.

fractional shares shall be issued upon the exercise of the Warrants as a consequence of any adjustment pursuant hereto. All shares of

Class A Common Stock (including fractions) issuable upon exercise of this Warrant Certificate may be aggregated for purposes of

determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result

in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled

to such fraction a sum in cash equal to the product resulting from multiplying such fraction by the Closing Sale Price of a share of

Class A Common Stock as of the Exercise Date.

Surrender

of Warrant Certificate.

Upon

exercise of any portion of these Warrants in accordance with the terms hereof, the Holder shall not be required to physically surrender

this Warrant Certificate to the Company. The Holder and the Company shall each maintain records showing the number of Warrants so exercised

and the number of Warrant Shares issued in connection with each exercise of these Warrants and the dates of such exercises or shall use

such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Warrant Certificate

upon each such exercise. Notwithstanding the foregoing and subject to Section 4.2, if any of these Warrants are exercised

as aforesaid, the Holder may not transfer or assign the remaining Warrants unless such Holder first surrenders this Warrant Certificate

to the Company, whereupon the Company will forthwith issue and deliver upon order of the Holder a new Warrant Certificate of like tenor,

registered on the books of the Company as the Holder may reasonably request, representing the number of Warrants not theretofore exercised.

Any new Warrant Certificate issued and delivered pursuant to this Section 1.1(c) shall in all other respects be identical

to this Warrant Certificate. The Holder and any assignee, by acceptance of this Warrant Certificate or a new Warrant Certificate, acknowledge

and agree that by reason of the provisions of this Section 1.1, following exercise of any portion of these Warrants, the

number of Warrant Shares into which the Warrants represented by this Warrant Certificate may be exercised may be less than the number

of Warrant Shares for which the Warrants set forth on the face hereof may be exercised.

Regulatory

Approval.

any Antitrust Approval, including the filing and the expiration of any waiting period under the HSR Act, is required prior to the acquisition

of Warrant Shares, the Holder will not acquire such shares until such approval has been obtained (or in the case of the HSR Act, such

filing has been completed and such waiting period has been terminated or has expired). The Company and the Holder will use their respective

commercially reasonable efforts to comply promptly with all applicable regulatory requirements. The Company will bear all documented

and reasonable third-party fees and expenses, including all filing fees, incurred by it or the Holder in connection with such compliance.

the extent permitted by applicable law associated with any required Antitrust Approval, each of Holder and the Company shall consult

and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations,

memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings

under or relating to the HSR Act or any applicable foreign antitrust or competition-related laws. Any Holder and the Company shall cooperate

fully with each other in connection with the making of all such filings or responses. In addition, the Warrants may not be exercised

and Warrant Shares may not be acquired pursuant to this Warrant Certificate, to the extent that the Holder’s record or beneficial

ownership thereof would result in the Company or any of its Subsidiaries not complying with the Foreign Ownership Limitations, other

than in connection with a Change of Control, in which case, in lieu of receiving Warrant Shares upon exercise, Holders shall be entitled

to participate in the Change of Control on an as-exercised basis as if they received such Warrant Shares upon exercise.

When

Exercise Effective.

The

Person(s) in whose name(s) any Warrant Shares so issued, as designated by the Holder in accordance with Section 4.2

hereof, will be deemed to be the holder(s) of record of such Warrant Shares as of the close of business on the Exercise Date, notwithstanding

that the stock transfer books of the Company may then be closed or certificates representing such Warrant Shares may not be actually

delivered on such date. To the extent regulatory approval is required, no such rights of control, including exercise of the Warrant,

shall be effective until such approvals have been secured.

Delivery

of Stock Certificates Upon Exercise.

Certificates

for Warrant Shares issued upon exercise of these Warrants will be issued in such name(s) as the Holder may designate in accordance

with Section 4.2 hereof and will be delivered to such named Person(s) within a reasonable time, not to exceed five (5) Business

Days after any Exercise Date.

Restricted

Securities.

The

Warrants and the Warrant Shares purchasable hereunder constitute “restricted securities” under the federal securities laws

inasmuch as they are, or will be, acquired from the Company in transactions not involving a public offering and accordingly may not,

under such laws and applicable regulations, be resold or transferred without registration under the Securities Act, or an applicable

exemption from such registration. A securities legend to the foregoing effect in the form as set forth in the Section 4.1

hereof shall be placed on any Warrant Shares issued to the Holder upon exercise of the Warrants.

Treatment

of Warrant upon Change of Control.

the event of a Change of Control in which the Closing Sale Price of one share of Class A Common Stock as determined in accordance

with the definition of “Closing Sale Price” is equal to or greater than the Exercise Price in effect on the date immediately

prior to such Change of Control, and Holder has not fully exercised this Warrant prior to such date, then immediately prior to the closing

of such Change of Control, Holders shall be entitled (but not required) to exercise any portion of this Warrant pursuant to Section 1.1(a)(ii)(B) above

as to all Warrant Shares for which this Warrant shall not previously have been exercised; provided, however, the Company

shall give notice to Holder of the proposed Change of Control no later than two (2) Business Days prior to the consummation of such

Change of Control. In connection with any such cashless exercise in accordance with this Section 1.5, the Company shall promptly,

but in any event no later than ten (10) Business Days following such cashless exercise, notify the Holder of the number of Warrant

Shares issued upon exercise of this Warrant.

Adjustments

to Exercise Price and Warrant Shares.

Adjustments.

The

number of Warrant Shares that the Holder shall be entitled to receive upon exercise of the Warrants shall be determined by multiplying

the number of Warrant Shares which would otherwise (but for the provisions of this Section 2) be issuable upon such exercise,

as designated by the Holder in the Exercise Notice, by a fraction, (a) the numerator of which shall be the Initial Exercise Price,

and (b) the denominator of which shall be Exercise Price as currently in effect on the date of such exercise.

(b)           Effect

of Recapitalization, Reclassification, Consolidation, Merger or Sale.

(i)            In

the event of:

(A) any

reclassification (including through a recapitalization) or other change of the Class A Common Stock, including any share

split, reverse share split, share combination or subdivision;

(B)

[reserved];

consolidation, merger, combination or binding share exchange involving the Company; or

(D)

any sale or conveyance (including through a lease or other transfer) to a third party of all or substantially all of the property

and assets of the Company, in each case in which the holders of the outstanding Class A Common Stock are entitled to receive

stock, other securities, other property or assets (including cash or any combination thereof) (any such event in clauses (i),

(iii) and (iv) above, a “Reorganization Event”),

then,

at the effective time of such Reorganization Event, the right of the Holder to purchase the Warrant Shares upon exercise of the Warrants

represented by this Warrant Certificate shall be changed into a right to purchase the type and amount of shares of stock, other securities

or other property or assets (including cash or any combination thereof) that the Holder would have been entitled to receive had the Holder

owned a number of shares of Class A Common Stock immediately prior to such Reorganization Event equal to the number of Warrant Shares

the Holder would have received if the Holder had exercised such Warrants immediately prior to such Reorganization Event (the “Reference

Property”, with each “unit of Reference Property” meaning the type and amount of Reference Property that

a holder of one share of Class A Common Stock is entitled to receive) and, concurrently with or promptly following the effective

time of such Reorganization Event, upon the Holder’s surrender of this Warrant Certificate to the Company or the successor or purchasing

Person, as the case may be, pursuant to procedures comparable to those set forth in Section 6.6 hereof, the Company or the

successor or purchasing Person, as the case may be, shall issue in favor of the Holder a new Warrant Certificate or Certificates of like

tenor and representing the right to purchase a number of units of Reference Property corresponding to the number of Warrant Shares the

Warrants represented by the surrendered Warrant Certificate previously entitled the Holder to purchase upon exercise in accordance with

Section 1.1 hereof, subject, however, to appropriate adjustment to reflect the prior exercise of any Warrants represented

hereby.

(ii)            If,

as a result of the Reorganization Event, holders of the Class A Common Stock are entitled to receive more than a single type of

consideration because such holders have the right to elect the types of consideration they receive, then:

(A)

the Reference Property for which these Warrants will be exercisable will be deemed to be the weighted average of the types and

amounts of consideration received by the holders of Class A Common Stock that affirmatively make such an election,

and

(B)

the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause

(i) attributable to one share of Class A Common Stock.

The

Company shall notify the Holder of such weighted average as soon as practicable after such determination is made.

If,

in the case of any such Reorganization Event, the Reference Property receivable thereupon by a holder of Class A Common Stock includes

shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor

or purchasing Person, as the case may be, in such Reorganization Event, then the Warrant Certificate representing warrant to acquire

Reference Property shall additionally be executed and delivered by such other Person.

(iii)          In

the case of any Reorganization Event pursuant to Section 2.2(a)(i), in the case of any share split, reverse share split,

combination or subdivision, if the Company subdivides the outstanding shares of Class A Common Stock, by reclassification or otherwise,

into a greater number of shares of Class A Common Stock, the number of Warrant Shares purchasable hereunder shall be proportionately

increased and the Exercise Price shall be proportionately decreased. If the outstanding shares of Class A Common Stock are combined

or consolidated, by reclassification or otherwise, into a lesser number of shares of Class A Common Stock, the Exercise Price shall

be proportionately increased and the number of Warrant Shares purchasable hereunder shall be proportionately decreased.

(iv)           If

any event occurs as to which the provisions of this Section 2 are not strictly applicable or, if strictly applicable, would

not, in the good faith judgment of the Board of the Company, fairly and adequately protect the purchase rights of the Holder in accordance

with the essential intent and principles of such provisions, then the Board of the Company shall make such adjustments in the application

of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion

of the Board of the Company, to protect such purchase rights as aforesaid.

(v)           Any

adjustments pursuant to this Section 2 shall be made successively whenever an event referred to herein shall occur.

as to Adjustments.

Upon

each adjustment of the Exercise Price, class and/or number of Warrant Shares pursuant to this Section 2, the Company, at

the Company’s expense, shall promptly notify the Holders in writing, setting forth the adjustments to the Exercise Price, class

and/or number of Warrant Shares and facts upon which such adjustment is based. The Company shall, upon written request from any Holder,

furnish such Holder with a certificate of its Chief Financial Officer or other authorized officer, including computations of such adjustment

and the Exercise Price, class and number of Warrant Shares in effect upon the date of such adjustment.

9.            Covenants

of the Company.

The

Company covenants and agrees that:

(i)            it

has the power and authority to execute, deliver and perform its obligations under the Warrants;

(ii)            the

Warrants are duly authorized and validly issued;

(iii)           all

shares of Class A Common Stock that may be issued upon the exercise of the Warrants shall, upon issuance, be duly authorized, validly

issued, fully paid and nonassessable and free of any taxes, liens and encumbrances, except for restrictions on transfer provided for

herein, in the Applicable Agreement and the Amended and Restated Registration Rights Agreement;

(iv)           during

the period within which the Warrants may be exercised, it will at all times have authorized and reserved a sufficient number of shares

of Class A Common Stock to provide for the exercise of the Warrants;

(v)           if

any shares of Class A Common Stock reserved or to be reserved to provide for the exercise of the Warrants require registration with

or approval of any governmental authority under any federal or state law or stock exchange rule before such shares may be validly

issued, then it shall in good faith and as expeditiously as possible using its commercially reasonable efforts endeavor to secure such

registration or approval, as the case may be;

(vi)           it

shall not, by amendment to its certificate of incorporation (whether by way of merger, operation of law, or otherwise) or through any

reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, agreement or any other voluntary

action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company

and shall at all times in good faith and using its commercially reasonable efforts, assist in the carrying out of all the provisions

of this Warrant Certificate and in the taking of all such action as may be necessary or appropriate in order to protect the rights of

the Holder against impairment as if the Holder was a stockholder of the Company entitled to the benefit of fiduciary duties afforded

to stockholders under laws of the State of Delaware. Any successor to the Company shall agree in writing, as a condition to such succession,

to carry out and observe the obligations of the Company hereunder with respect to the Warrants;

(vii)          no

consent, waiver or authorization of, or filing with any other person or entity (including without limitation, any governmental authority)

is required in connection with the issuance of the Warrant or with the validity or enforceability against the Company of the Warrant;

(viii)        in

the event any Holder proposes to transfer or assign any Warrant and the Warrant Shares issuable upon exercise of any Warrant, in whole

or in part, pursuant to Section 4, the Company will reasonably cooperate with the Holder (and any transferee or assignee)

to effectuate such transfer; provided that such transfer or assignment is otherwise in compliance with Section 4.2.

(b)           Notice

of Certain Events. If the Company proposes at any time to:

(i)            offer

for subscription or sale pro rata to the holders of the outstanding shares of Class A Common Stock any additional shares

of any class or series of the Company’s stock [(to the extent permitted by the Amended and Restated Stockholders’ Agreement

or the Amended and Restated Registration Rights Agreement)];

(ii)            effect

any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of Class A

Common Stock;

(iii)           declare

any dividend or distribution upon the outstanding shares of the Class A Common Stock, whether in cash, property, stock, or other

securities and whether or not a regular cash dividend; then, in connection with each such event, the Company shall give Holder:

(A)

in the case of clause (a) and (c) above, at least two (2) Business Days’ (or such shorter period agreed with

the Holder) prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken

for such distribution or subscription rights (and specifying the date on which the holders of outstanding shares of Class A

Common Stock will be entitled thereto) or for determining rights to vote, if any; and

(B)

in the case of clause (b) above, at least two (2) Business Days’ (or such shorter period agreed with the Holder)

prior written notice of the date when the same shall take place (and specifying the anticipated date on which the holders of

outstanding Class A Common Stock shall be entitled to exchange their Class A Common Stock for the securities or other

property deliverable upon the occurrence of such event and such reasonable information as the Holder may reasonably request from the

Company in writing regarding the treatment of the Warrants in connection with such event giving rise to the notice).

The Company will

also provide information requested by Holder that is reasonably necessary to enable any Holder to comply with such Holder’s accounting

or reporting (including tax reporting) requirements.

10.          Restrictions

on Transfer.

(a)            Restrictive

Legend.

(i)            Each

certificate or book entry notation representing shares of Class A Common Stock issued upon exercise of the Warrants and each certificate

representing shares of Class A Common Stock issued to any subsequent transferee of any such certificate or book entry notation,

shall be stamped or otherwise imprinted with a legend in substantially the form as follows:

THE SECURITIES

REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS RELATING TO COMPLIANCE WITH U.S.

AIRLINE FOREIGN OWNERSHIP LIMITATIONS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED

BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS CERTIFICATE, THE APPLICABLE AGREEMENT AND THE AMENDED

AND RESTATED REGISTRATION RIGHTS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS. THE HOLDER

OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE APPLICABLE AGREEMENT AND THE

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT.

(ii)           If

at any time any securities other than shares of Class A Common Stock shall be issuable upon the exercise of the Warrants, such securities

shall bear a legend similar to the one set forth above.

(b)           Transfer/Assignment.

(i)            Subject

to compliance with clauses (b), (c) and (d) of this Section 4.2 and the Amended and Restated Registration Rights

Agreement, these Warrants and all rights hereunder are transferrable, in whole or in part, upon the books of the Company by the registered

holder hereof in Person or by duly authorized attorney, and a new Warrant Certificate or Certificates representing these Warrants shall

be made and delivered by the Company, of the same tenor and date as this Warrant Certificate but registered in the name or names of one

or more transferees, upon surrender of this Warrant Certificate, duly endorsed, to the office or agency of the Company described in Section 1.1

hereof, subject, however, to appropriate adjustment to reflect the prior exercise of any Warrants represented hereby. Each transferee

shall execute a counterpart signature page hereto as the Holder to the applicable new Warrant Certificate, and such transferee shall

thereby be bound by, and subject to, all of the terms and conditions of such new Warrant Certificate. All expenses and other charges

payable in connection with the preparation, execution and delivery of the new Warrant Certificate or Certificates pursuant to this Section 4.2

shall be paid by the Company, provided, however, that the Company shall not be obligated to pay any documentary taxes,

stamp or similar issue taxes or transfer taxes in respect of the preparation, execution and delivery of such new Warrant Certificate

or Certificates pursuant to this Section 4.2.

(ii)            Notwithstanding

the foregoing, no Warrant Shares shall be transferred in violation of the Foreign Ownership Limitations.

(iii)           Notwithstanding

the foregoing, the transfer of these Warrants and any rights hereunder, and any Warrant Shares issued upon exercise of these Warrants,

shall be subject to the applicable provisions and limitations as set forth in the Applicable Agreement, the Amended and Restated Registration

Rights Agreement, the Securities Act and the Exchange Act, provided that any such transferee will remain subject to this transfer

restriction.

(iv)          Without

limiting the generality of clause (c) above, the Warrants and Warrant Shares issuable upon exercise of these Warrants shall not

be transferred except in compliance with the terms and conditions specified in the Applicable Agreement, the Amended and Restated Registration

Rights Agreement and in this Section 4.2, which conditions are interested, among other things, to ensure the compliance of

the Company and its Subsidiaries with the Foreign Ownership Limitation. Any purported transfer other than in accordance with the terms

and conditions of this Warrant Certificate, the Applicable Agreement and the Amended and Restated Registration Rights Agreement shall

be null and void, and the Company shall not recognize any such transfer for any purpose and shall not reflect in its records any change

in record ownership pursuant to any such transfer. The Holder, by acceptance of this Warrant Certificate, agrees to be bound by the provisions

of this Section 4.2.

(v)           For

the avoidance of doubt, and without need of any consent of, or any further action by the Company or any other Person, the Holder shall

be permitted to pledge or grant a security interest in all or a portion of its right, title and interest in such Holder’s Warrant

(or underlying Warrant Shares, but only to the extent that such pledge would not otherwise have the potential to result in the Company

and its Subsidiaries not being in compliance with the Foreign Ownership Limitation) to secure the obligations of such Holder, to any

Person (and/or any agent, trustee or representative of such Person) with respect to any loan, letter of credit or other extension of

credit or indebtedness to or for the account of the Holder and any transfer of any such Holder’s right, title and interest in the

Warrant (or underlying Warrant shares, but only to the extent that such pledge would not otherwise have the potential to result in the

Company and its Subsidiaries not being in compliance with the Foreign Ownership Limitation) in respect of which such Holder granted a

security interest in connection with a foreclosure of such security interest or other exercise of remedies under such indebtedness shall

not require the consent of the Company or any other Person and such transfer shall permitted pursuant to this Section 4.2.

(vi)          [Without

limiting the generality of the foregoing, the Holder of this Warrant agrees it will not, for a period of 180 days following the date

of the Applicable Agreement4 (the “Lock-up Period”): (a) sell, transfer, assign, pledge or hypothecate

this Warrant or any of the securities issuable hereunder to anyone other than: (i) as required by operation of law or by reason

of reorganization of the Company, (ii) to an underwriter or a selected dealer participating in the initial public offering of the

Company, (iii) to a bona fide officer or partner of any such underwriter or selected dealer, in each case in accordance with FINRA

Rule 5110(e)(2)(B)(i), or (iv) to the Company in a transaction exempt from registration with the Commission or (b) cause

this Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that

would result in the effective economic disposition of this Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2).

Any shares of Common Stock issuable upon the exercise of this Warrant will also be subject to the restrictions in this paragraph for

the duration of the Lock-up Period.]5

11.          Certain

Rights of Holders.

(a)           Participation

Rights. No dividend or other distribution on the Company’s Class A Common Stock (whether in cash, securities or other property,

or any combination of the foregoing) will be declared or paid on the Class A Common Stock unless, at the time of such declaration

and payment, the Company makes adequate provision such that the Holder [(other than any holder that is an Affiliate of the KKR Group

(as defined in the Amended and Restated Registration Rights Agreement))]6 participates, at the same time and on the same

terms as holders of Class A Common Stock, and solely by virtue of being a Holder of the Warrants, in such dividend or distribution

without having to exercise such Holder’s Warrants and as if such Holder had owned, on the record date for such dividend or distribution,

a number of shares of Class A Common Stock equal to the number of Warrant Shares that would be issuable as calculated pursuant to

Section 1.1 multiplied by the dividend or other distribution declared per share of Class A Common Stock (each such dividend

or distribution declared or paid on the Class A Common Stock, a “Class A Common Stock Participating Dividend,”

and each corresponding delivery or distribution of cash, securities or other property, or any combination of the foregoing, to Holders

pursuant to this Section 5.1, a “Participating Payment/Delivery”). The Company will provide notice to

Holders of each Participating Payment/Delivery, including the related record date and payment or delivery date, at substantially the

same time at which, and in substantially the same manner in which, the Company provides the related notice(s) to holders of the

Class A Common Stock in connection with the corresponding Class A Common Stock Participating Dividend.

To be the date of the pricing of the IPO.

To be included only in “Private Placement Warrants”, as defined in the Amended and Restated

Registration Rights Agreement.

To be included only in “Private Placement Warrants”, as defined in the Amended and Restated

Registration Rights Agreement.

(b)           Automatic

Cashless Exercise upon Expiration. Upon the Expiration Date, the Closing Sale Price of one share of Class A Common Stock (or other

security issuable upon the exercise hereof) as determined in accordance with definition of “Closing Sale Price” is greater

than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised

pursuant to Section 1.1(a)(ii)(B) above as to all shares of Class A Common Stock (or such other securities) for

which it shall not previously have been exercised, and the Company shall promptly deliver a certificate representing the Warrant Shares

(or such other securities) issued upon such exercise to Holder; provided, however, the Company shall not be obligated to

issue Warrant Shares that would result in the Company and its Subsidiaries not being in compliance with the Foreign Ownership Limitations

and in which case, the Expiration Date shall be extended for so long as such Warrants cannot be exercised due to the Foreign Ownership

Limitations.

12.          Miscellaneous.

(a)           Notices.

All

notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon

personal delivery to the party to be notified, (ii) on the next Business Day when sent by email if sent during normal business hours

of the recipient, (iii) within five (5) days after having been sent by registered or certified mail, return receipt requested,

postage prepaid or (iv) within one (1) day after deposit with a nationally recognized overnight courier, specifying next day

delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses

(or at such other addresses as shall be specified by notice given in accordance with this Section 6.1):

If to the Company:

GMR

Solutions Inc.

[address]

Attention: Thomas A. A. Cook

Email: [email address]

with a copy to:

with

a copy to:

Simpson Thacher & Bartlett LLP

[address]

Attention: Sunny Cheong

Jessica Asrat

Fax: [fax]

E-mail: [email address]

If to the Holder, in accordance with the notice provision set forth in the Applicable Agreement.

(b)           No

Change in Warrant Terms on Adjustment.

Irrespective

of any adjustment in the Exercise Price or the number of shares of Class A Common Stock, this Warrant Certificate, whether theretofore

or thereafter issued or reissued, may continue to express the same price and number of shares of Class A Common Stock as are stated

herein and the Exercise Price and such number of Class A Common Stock shares specified herein shall be deemed to have been so adjusted.

(d)           Issuance

and Transfer Taxes; Withholding.

(i)            The

Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue or delivery of these Warrants or Warrant Shares

on exercise of these Warrants pursuant hereto; provided, however, that if such documentary, stamp or similar issue or transfer

tax is due because the Holder has requested that the Warrant Shares be issued in a name other than that of the Holder or an Affiliate

of the Holder, then such taxes shall be paid by such Holder, the Company shall not be required to issue or deliver any stock certificate

representing the Warrant Shares unless and until such Holder shall have paid to the Company the amount of such tax or shall have established

to the satisfaction of the Company that such tax have been paid.

(ii)            The

Company shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any payment or issuance (including in connection

with an exercise) made under this Warrant Certificate, any amounts (including by way of withholding Class A Common Stock or any

other applicable equity interest upon an exercise) required to be deducted or withheld under applicable law as determined by the Company

in its sole discretion. Any amounts or property so deducted and withheld in compliance with this Warrant Certificate and will be treated

for all purposes of the Warrant as having been paid to the Person in respect of which such deduction and withholding was made.

(e)            Exchange

and Registry of Warrant or Transfer of Warrant.

(i)            This

Warrant Certificate is exchangeable, upon the surrender hereof by the Holder to the Company, for a new Warrant Certificate or Certificates

of like tenor and representing the right to purchase the same aggregate number of Warrant Shares. The Company shall maintain a registry

showing the name and address of the Holder as the registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered

for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all

respects, prior to written notice to the contrary, upon such registry.

(ii)            The

Company shall register the transfer of any portion of the Warrants in the registry upon the Holder’s compliance with Section 4.2

and Section 6.4 hereof, provided that such transfer is made in compliance with this Warrant Certificate, the Applicable

Agreement, the Amended and Restated Registration Rights Agreement, the Securities Act and state securities laws, including, without limitation,

the legends on the face page of this Warrant Certificate.

(f)            Loss,

Theft, Destruction or Mutilation of Warrant.

Upon

receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate

(it being understood that an affidavit of the Holder in customary form and delivered reasonably promptly to the Company following such

loss, theft, destruction or mutilation, as appropriate, shall be sufficient notice), and in the case of any such loss, theft or destruction,

upon receipt of an indemnity or security reasonably satisfactory to the Company (it being understood that a written indemnification or

security agreement from the Holder shall be a sufficient indemnity), or, in the case of any such mutilation, upon surrender and cancellation

of this Warrant Certificate, the Company shall, at its own expense, and within a reasonable time, make and deliver, in lieu of such lost,

stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of like tenor and representing the right to purchase the

same aggregate number of Warrant Shares as provided for in such lost, stolen, destroyed or mutilated Warrant Certificate; provided,

that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for

cancellation.

(g)           Successors

and Assigns.

Except

as otherwise provided herein, the terms and conditions of this Warrant Certificate shall inure to the benefit of and be binding upon

the respective successors and assigns of the parties. Nothing in this Warrant Certificate, express or implied, is intended to confer

upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities

under or by reason of this Warrant Certificate, except as expressly provided in this Warrant Certificate.

(h)           Governing

Law.

All

questions concerning the construction, validity, and interpretation of this Warrant Certificate shall be governed by and construed in

accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or

rule (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. Each of the parties hereto submits to the jurisdiction of any state or federal court sitting in Delaware

in any action or proceeding arising out of or relating to this Warrant Certificate and agrees that all claims in respect of the action

or proceedings may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction and venue of such

court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum.

Any and all service of process and any other notice in any such action, suit or proceeding will be effective against any party hereto

if given as provided herein. Nothing herein contained will be deemed to affect the right of any party to serve process in any manner

permitted by law. THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR COUNTERCLAIM BROUGHT

BY ANY OF THEM AGAINST THE OTHERS IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS WARRANT CERTIFICATE. Each of the parties

hereto hereby consents to process being served by any party to this Warrant Certificate in any action or proceeding of the nature specified

in this paragraph by the mailing of a copy thereof in the manner specified by the provisions of Section 6.1 hereof.

(i)            Titles

and Subtitles.

The

titles and subtitles used in this Warrant Certificate are used for convenience only and are not to be considered in construing or interpreting

this Warrant Certificate.

(j)            Severability.

one or more provisions of this Warrant Certificate are held to be unenforceable under applicable law, such provision shall be excluded

from this Warrant Certificate and the balance of the Warrant Certificate shall be interpreted as if such provision were so excluded and

shall be enforceable in accordance with its terms.

(k)           Entire

Agreement.

This

Warrant Certificate, the Applicable Agreement, the Amended and Restated Registration Rights Agreement and the other documents delivered

pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and

thereof.

(l)            No

Rights as Holder of Warrants; Transfer Books.

The

Warrants do not entitle the Holders to any voting rights or other rights as holder of Class A Common Stock of the Company prior

to the date of exercise hereof; provided that nothing herein is intended to limit the rights of the holders of the Warrants under

the Applicable Agreement[, the Amended and Restated Stockholders’ Agreement] or the Amended and Restated Registration Rights Agreement

in accordance with their respective terms. The Company will at no time close its transfer books against transfer of these Warrants in

any manner which interferes with the timely exercise of these Warrants.

(m)          Amendments

and Waivers. The Warrants represented by this Warrant Certificate may be amended, and the observance of any term of such Warrants may

be waived, only with the written consent of the Company and the Holder.

(n)           Equitable

Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under

this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy

and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto

shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable

relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of

competent jurisdiction. Each of the Company and the Holder waives any defense that a remedy at law is adequate and any requirement to

post bond or provide similar security in connection with actions instituted for injunctive relief or specific performance of this Warrant.

(o)           Counterparts.

This Warrant may be executed in two or more counterparts, each of which constitutes an original, and all of which taken together constitute

one instrument. A signature delivered by facsimile or other electronic transmission (including e-mail) will be considered an original

signature. Any Person may rely on a copy of this Warrant. The words “execution,” “signed,” “signature”

and words of like import in this Warrant shall be deemed to include electronic signatures or the keeping of records in electronic form,

each of which shall be of the same legal effect, validity or enforceability as an original executed signature or the use of a paper-based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures

in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on

the Uniform Electronic Transactions Act.

(p)           The

following terms as used in this Warrant Certificate shall have the following meanings:

(i)            “Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person.

(ii)            “Affiliated

Holder” means, with respect to a Holder, a Person that is an investment fund, entity or account (or separate account), managed,

sponsored, advised, sub-advised or controlled (including by means of a voting agreement) by such Holder or an Affiliate of such Holder.

(iii)           “Amended

and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of [●],

2026, among the Company and the other holders from time to time party thereto, as amended, supplemented or modified from time to time.

(iv)          [“Amended

and Restated Stockholders’ Agreement” means the Amended and Restated Stockholders’ Agreement, dated as of [●],

2026, among the Company and the other parties from time to time party thereto, as amended, supplemented or modified from time to time.]

(v)            “Antitrust

Approval” means, with respect to the Holder, the receipt of approvals and authorizations of, filings and registrations with,

notifications to, or expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act

of 1976 (the “HSR Act”) and the rules and regulations thereunder or the competition or merger control laws of

other jurisdictions, to the extent applicable and necessary to permit the Holder to exercise the Warrants, in whole or in part, and own

the Warrant Shares purchased thereby.

(vi)           “Board”

means, with respect to a Person, the board of directors (or similar body) of such Person or any committee thereof duly authorized to

act on behalf of such board of directors (or similar body).

(vii)          “Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws

of, or are in fact closed in, the State of New York.

(viii)         “Change

of Control” means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, reclassification,

acquisition, liquidation or sale, lease or transfer of equity securities of the Company or assets (including equity securities of the

Subsidiaries) or otherwise) (a) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the

Securities Exchange Act of 1934, as amended (other than (x) Pegasus Aggregator Holdco LLC and its Affiliates, any group of which

the foregoing are members and any other members of such group, (y) an employee benefit plan (or trust forming a part thereof) maintained

by the Company or its controlled Affiliates) and (z) any Person that directly or indirectly holds 100% of the total voting stock

of the Company and, at the time such Person acquired such voting power, no Person and no group held more than 50% of the total voting

power of the outstanding stock of such Person), obtains ownership, directly or indirectly, of (i) Class A Common Stock

that represent more than 50% of the total voting power of the outstanding Class A Common Stock of the Company or (ii) all or

substantially all of the assets of the Company and its Subsidiaries on a consolidated basis or (b) with which all of the Class A

Common Stock is exchanged for, converted into, acquired for, or constitutes solely to the right to receive, other securities, cash or

other property.

(ix)           “Closing

Sale Price” of the Class A Common Stock on any date of determination means:

(A)

[reserved];

(B)

if the Class A Common Stock is listed on the New York Stock Exchange or NASDAQ on such date, the closing sale price per share

of the Class A Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask prices

or, if more than one in either case, the average of the average closing bid and the average closing ask prices) as reported by the

New York Stock Exchange or NASDAQ, as applicable;

(C)

if the Class A Common Stock is not listed on the New York Stock Exchange or NASDAQ on such date, the closing sale price per

share of the Class A Common Stock (or if no closing sale price is reported, the average of the closing bid and closing ask

prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) as reported

in composite transactions for the principal U.S. national or regional securities exchange on which the Class A Common Stock or

such other securities are traded;

(D)

if the Class A Common Stock is not listed on a U.S. national or regional securities exchange, the last quoted bid price for

the Class A Common Stock on such date in the over-the-counter market as reported by Pink OTC Markets Inc. or other similar

organization; or

(E)

in all other cases, as determined by the Board of the Company, in its good faith judgment, based on relevant facts and circumstances

at the time of such determination (including, to the extent applicable, the existing bid price or price paid per Class A

Common Stock in any Change of Control (or then-pending Change of Control)); provided, however, in the case of any

Change of Control, if any Holder objects to the determination of the “Closing Sale Price” within a reasonable period of

time (no later than two (2) Business Days prior to the Change of Control), such “Closing Sale Price” shall be

determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board with the

consent of the Holder (such consent not to be unreasonably withheld, conditioned or delayed). The determination of such firm shall

be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company. In determining the Closing

Sale Price of the Class A Common Stock by the Company or the third party firm contemplated by this clause (v), an arm’s

length sale transaction between a willing buyer and a willing seller shall be assumed, using valuation techniques then prevailing in

the securities industry giving due regard to the lack of liquidity of the Class A Common Stock or the securities owned by the

Company due to any restrictions (contractual or otherwise) applicable thereto or any discount for minority interests and assuming

full disclosure of all relevant information and a reasonable period of time for effectuating such sale calculated on a Fully-Diluted

Basis to include the conversion or exchange of all securities then outstanding that are convertible into or exchangeable for

Class A Common Stock and the exercise of all rights and warrants then outstanding and exercisable to purchase Class A

Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock; provided, that such

assumption shall not include those securities, rights and warrants (a) owned or held by or for the account of the Company or

any of its Subsidiaries, or (b) convertible or exchangeable into Class A Common Stock where the conversion, exchange or

exercise price per share of Class A Common Stock is greater than the Closing Sale Price. For the avoidance of doubt, the

Closing Sale Price in the case of a Change of Control shall be the consideration paid per share of Class A Common Stock in

such Change of Control.

The

Closing Sale Price will be determined without reference to early hours, after hours or extended market trading.

(x)            “control”

means, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction

of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

The terms “controlling,”

“controlled by” and “under common control with” shall have correlative meanings.

(xi)           “DOT”

means the U.S. Department of Transportation or any other federal department or agency at the time administering the Foreign Ownership

Limitations.

(xii)          “Exercise

Date” means any date, on or prior to the Expiration Date, on which the Holder exercises the right to purchase the Warrant Shares,

in whole or in part, pursuant to and in accordance with the terms and conditions described herein which shall be the date on which the

Exercise Notice is delivered to the Company.

(xiii)         “Foreign

Ownership Limitations” shall mean the applicable requirements related to the ownership of United States airlines by U.S. Citizens,

which include all ownership and control restrictions under 49 U.S.C. § 40102(a)(15) as amended from time to time, and as interpreted

by the DOT.

(xiv)         “Fully-Diluted

Basis” means the number of shares of Class A Common Stock which are issued and outstanding or owned or held, as applicable,

at the date of determination plus the number of shares of Class A Common Stock issuable pursuant to any options, warrants, rights

or other securities (including any Class A Common Stock issuable upon conversion of outstanding Class B Common Stock, par value

$0.001 per share without regard to any limitations on exercisability contained therein) then outstanding, which are convertible into

or exchangeable or exercisable for Class A Common Stock and fully vested.

(xv)         “Market

Disruption Event” means:

(A)           a

failure by the principal market on which the Class A Common Stock is listed or approved for trading to open for trading during its

regular trading session; or

(B)           the

occurrence or existence for more than a one half-hour period in the aggregate on any Scheduled Trading Day of any suspension or limitation

imposed on trading (by reason of movements in price exceeding limits permitted by the principal market on which the Class A Common

Stock is listed or approved for trading or otherwise) in the shares of the Class A Common Stock or in any options, contracts or

future contracts relating to shares of the Class A Common Stock, and such suspension or limitation occurs or exists at any time

before 1:00 p.m., New York City time, on such day.

(xvi)         “Person”

means any individual, corporation, limited liability company, partnership (including a limited partnership), joint venture, association,

joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

(xvii)        “Scheduled

Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange

or market on which the Class A Common Stock is listed or admitted for trading; provided that if the Class A Common Stock

is not listed or traded, “Scheduled Trading Day” shall mean any Business Day.

(xviii)       “Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority

of the shares of securities or other interests having ordinary voting power for the election of members of the board of directors or

other governing body (other than securities or interests having such power only by reason of the happening of a contingency that has

not yet happened) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially

owned, or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or

both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”

shall refer to a Subsidiary or Subsidiaries of the Company.

(xix)         “Trading

Day” means a day on which (a) there is no Market Disruption Event and (b) trading in the Class A Common Stock

generally occurs on the principal U.S. national or regional securities exchange on which the Class A Common Stock is then traded;

provided that if the Class A Common Stock is not so listed or traded, “Trading Day” shall mean any Business Day.

(xx)          “U.S.

Citizen” means a “citizen of the United States” as that term is defined in 49 U.S.C. § 40102(a)(15), as may

be amended from time to time, and as interpreted by the DOT.

(xxi)         “Warrants”

means any and all of the warrants to acquire shares of Class A Common Stock issued pursuant to the Applicable Agreement, and any

replacement warrants issued in respect thereof.

(q)           The

parties agree that this Warrant Certificate shall not be issued as a physical certificate and the Warrants documented by this Warrant

Certificate shall not constitute “certificated securities” for purposes of the Uniform Commercial Code (as in effect in any

state). Any surrender or delivery contemplated by this Warrant Certificate shall be effected via exchange in “pdf” form or

other electronic means.

(Signature Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized as of the date first written above.

COMPANY:

GMR SOLUTIONS INC.

By:

Name:

Title:

AGREED AND ACKNOWLEDGED:

HOLDER:

[●]

By:

Name:

Title:

Agreed Form

EXHIBIT A

FORM OF EXERCISE NOTICE

Date: ___________

TO:         GMR

Solutions Inc.

RE:         Election

to Exercise Warrants

The

undersigned, being the holder of the Warrant Certificate issued by GMR Solutions Inc. (the “Company”) identified below

hereby elects to exercise the number of Warrants represented by such Warrant Certificate indicated below and, in accordance with Section 1

of the Warrant Certificate, hereby agrees to pay the aggregate Exercise Price for such shares of Class A Common Stock in the manner

set forth below.

submission of this notice of exercise, the undersigned represents and warrants to the Company that it is an “accredited investor”

within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and

that the securities have been acquired for investment and not with a view to, or in connection with, the sale or distribution thereof.

The undersigned understands, acknowledges and agrees that the shares of Class A Common Stock issued upon exercise hereof are subject

to the limitations as set forth in the Warrant Certificate, the Applicable Agreement and the Amended and Restated Registration Rights

Agreement and have not been registered under the Securities Act, or under any applicable state securities laws, and that no sale or disposition

thereof may be made without compliance with the limitations as set forth in the Warrant Certificate, the Applicable Agreement and the

Amended and Restated Registration Rights Agreement and pursuant to an effective registration statement related thereto or upon receipt

by the Company of an opinion of counsel satisfactory to the Company that such registration is not required under the Securities Act,

or applicable state securities laws; provided, however, no opinion of counsel shall be required if any sale or disposition

is to an Affiliate, so long as any recipient (x) represents that it is an “accredited investor” within the meaning of

Rule 501(a) under the Securities Act and (y) agrees to be bound by all the terms and conditions of this Warrant as if

the original Holder hereof.

Warrant

Certificate Number

_____________________

Number

of Warrants Being Exercised

_____________________

$____________________

Method

of Payment of Exercise Price (note if

cashless exercise pursuant to Section 1.1(A)(ii)(B)

of the Warrant Certificate):

_____________________

Holder:

By:

Name:

Title:

Exhibit B

Form of

Class B Common Stock Non-Voting Warrant

[See attached]

Warrant

Certificate No. [●]

Number

of Warrants:  [●]

Warrantholder:

[●] (and indirectly by entities affiliated with [●])

Issue

Date:  [●], 2026

WARRANT TO PURCHASE

SHARES OF CLASS B COMMON STOCK

GMR SOLUTIONS

INC.

THIS

WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS

RELATING TO COMPLIANCE WITH U.S. AIRLINE FOREIGN OWNERSHIP LIMITATIONS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER

DISPOSITION OF THIS WARRANT CERTIFICATE OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE EXCEPT IN ACCORDANCE WITH THE

PROVISIONS OF SUCH WARRANT CERTIFICATE, THE APPLICABLE AGREEMENT AND THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AND (A) PURSUANT

TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION

THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS WARRANT CERTIFICATE, BY ACCEPTANCE OF THIS WARRANT CERTIFICATE,

AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH WARRANT CERTIFICATE, APPLICABLE AGREEMENT AND THE AMENDED AND RESTATED REGISTRATION

RIGHTS AGREEMENT.

GMR

Solutions Inc., a Delaware corporation (the “Company”), hereby certifies that [●], a [JURISDICTION] [TYPE

OF ENTITY] (together with his, her or its successors and assigns and any transferee of any Warrant, and his, her or its successors and

assigns, the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant certificate (this

“Warrant Certificate”), to acquire from the Company, at any time or times on or after the date hereof, but not after

5:00 P.M., Eastern Time on the date that is [(a) if the Holder is, at the time of the exercise, an Affiliate of the KKR Group (as

defined in the Amended and Restated Registration Rights Agreement), the fifth (5th) anniversary of the Issue Date and (b) otherwise,

the tenth (10th) anniversary of the Issue Date]7 [May 20, 2034] [tenth (10th) anniversary of the Issue Date

(as such date may be extended either (i) by written agreement of the Holder and the Company from time to time, (ii) pursuant

to Section 5.2 or (iii) to the extent required if at any time the Warrants cannot be exercised pursuant to Foreign Ownership

Limitations (which extension shall represent the amount of time the Warrants have not been able to be exercised))] ([(a) or (b),

as applicable,]8 the “Expiration Date”), one duly authorized, validly issued, fully paid, nonassessable

shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)

for each Warrant represented by this Warrant Certificate, which shall be adjusted or readjusted from time to time as provided in this

Warrant Certificate (as adjusted, the “Warrant Shares”), at a purchase price per share equal to $0.01 (the “Initial

Exercise Price”), which shall be adjusted from time to time as provided in this Warrant Certificate (as adjusted, the “Exercise

Price”). The Warrants are issued pursuant to the terms of that certain [●]9 Agreement, dated as of [●],

2026, by and among the Company and the parties thereto (the “Applicable Agreement”). Capitalized terms not otherwise

defined herein shall have the meaning ascribed to them in the Applicable Agreement.

5-year term to be included only in “Private Placement

Warrants”, as defined in the Amended and Restated Registration Rights Agreement.

5-year term to be included only in “Private Placement Warrants”, as defined in the Amended

and Restated Registration Rights Agreement.

NTD: “Private Placement Warrants”, as defined in the Amended and Restated Registration Rights

Agreement, will refer to the Investment Agreement.

13.          Exercise;

Exchange of Warrant.

Manner

of Exercise; Exchange.

Exercise.

Subject

to Section 1.1(d) hereof, the Holder may exercise these Warrants, in whole or in part (except as to a fractional share),

at any time and from time to time during normal business hours on any Business Day on or prior to the Expiration Date, by:

(A)

surrendering this Warrant Certificate (subject to Section 1.1(c) hereof) and (in every case) delivering a notice

of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), duly completed and

executed on behalf of the Holder, at the principal executive office of the Company (or such other office or agency of the Company in

the United States as it could designate by notice in writing to the Holder at the address of the Holder appearing on the books of

the Company), and

(B)

tendering payment of the aggregate Exercise Price equal to the product of (A) the Exercise Price then in effect and

(B) the number of Warrant Shares thereby purchased, at the election of the Holder in one of the following manners:

(1)            by

check or wire transfer payable to the order of the Company to an account designated in writing by the Company; or

(2)            in

lieu of cash payment described in clause (A) above, but otherwise in accordance with the requirements of this Section 1.1,

by having the Company issue to the Holder a number of shares of Class B Common Stock determined by the following formula:

NW           =

x ((PC – PE) / PC)

where —

the number of Warrant Shares to be issued to the Holder;

the number of Warrant Shares for which the Warrants are then being exercised (including the Warrant Shares surrendered to the Company

in payment of the aggregate Exercise Price);

the Closing Sale Price of the Class A Common Stock on the Trading Day prior to the Exercise Date; and

the Exercise Price.

Fractional Shares.

fractional shares shall be issued upon the exercise of the Warrants as a consequence of any adjustment pursuant hereto. All shares of

Class B Common Stock (including fractions) issuable upon exercise of this Warrant Certificate may be aggregated for purposes of