Common use of Participation Clause in Contracts

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 million, and such Piggyback Notice shall offer each such Holder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Common Stock for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days 5 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) seven Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.of

Participation. If at any time following the closing of the IPOSubject to Section 4(b), if the Company proposes to file files a Registration Statement (i) in connection with the exercise of any demand rights by the Sponsors, or (ii) in connection with which the Sponsors are selling stockholders (other than a registration on Form S-4 or S-8 under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration any registration of securities solely relating as it relates to an offering and sale to employees or directors management of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement)) with respect to an offering that includes any Company Shares, then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), then the Company shall give written prompt notice (the “Initial Notice”) to the Management Stockholders and the Management Stockholders shall be entitled to include in such Registration Statement the Registrable Securities (as defined in Section 4(h)) held by them; provided, however, that the Management Stockholders shall only have such rights to include their Registrable Securities in the Registration Statement with respect to a Qualified Public Offering in which a Sponsor is participating as a selling stockholder. If the Management Stockholders elect to include any or all of their Registrable Securities in such Registration Statement, then the Company shall give prompt notice (the “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Stockholder (excluding the Management Stockholders) and each such Stockholder shall be entitled to include in such Registration Statement the Registrable Securities with a Market Value of no less than $10 million, held by it. The Initial Notice and such Piggyback Notice shall offer each such Holder the opportunity Management Stockholders and the Stockholders, respectively, the right, subject to Section 4(b) (the “Piggyback Registration Right”), to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder each Management Stockholder and each Stockholder may request and shall set forth (i) the anticipated filing date of such Registration Statement and (ii) the number of Company Shares that is proposed to be included in writing (a “Piggyback Registration”)such Registration Statement. Subject to Section 3.3.24(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities for which it has received written requests to register within fifteen (15) days after the Initial Notice and seven (7) days after the Piggyback Notice has been given. Notwithstanding anything to the contrary set forth in this Section 4(a), if the managing underwriter for the initial Underwritten Offering reasonably advises the Company that are requested the inclusion of the number of Company Shares proposed to be included therein within five in any registration by any Management Stockholder who constitutes a key employee of the Company or its subsidiaries would interfere with the successful marketing (5including pricing) Business Days after of such shares to be offered thereby, then the receipt number of such shares proposed to be included in such registration by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior Management Stockholder shall be reduced to the effective date lower of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale number of such securities, shares that the Company shall give written notice managing underwriter advises that such Management Stockholder may sell in the initial Underwritten Offering and the number of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice shares calculated pursuant to the Company of its request to withdrawforegoing.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; 5.2, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days 30 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all Holders of Registrable Securities with a Market Value of no less than $10 millionSecurities, and such Piggyback Notice notice shall offer each the Holders of such Holder Registrable Securities the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.25.3(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that which are requested to be included therein within five (5) Business Days 15 days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 5.2, and (ii) in the case of a determination to delay Registration or saleregistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 5.3(a) must, and the Company shall have make such arrangements with the right managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 5.3(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of its request for inclusion of its such Holder’s Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the effective date of such Registration. Notwithstanding anything contained herein to the contrary, the Company shall, at the request of its request any Holder seeking to withdraweffect a Partner Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Investors, and such Piggyback Notice shall offer each such Holder the Investors the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities (including Registrable Co-Investor Securities held by such Investor’s Co-Investors, if applicable) as such Holder each Investor may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder Investor of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder Investor and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Investors entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder Investor shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities (including Registrable Co-Investor Securities held by such Investor’s Co-Investors, if applicable) in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then outstanding security of the Company or (v) a Registration relating to a dividend reinvestment plan), then, then as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Qualified Holders, and such Piggyback Notice shall offer each such Holder the Qualified Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Qualified Holder may request in writing (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective registration statement. Subject to Section 3.3.2(b), the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Qualified Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Qualified Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawwithdraw prior to such Registration the securities being registered in such Piggyback Registration.

Participation. If Subject to the limitations set forth in Section 2.01, if the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its any equity securities of the Company or Opco for its own the account of the Company or Opco or for the account of any other Persons (other than (i) a Registration under Section 3.1 Sections 2.01, 2.02 or 3.2; 2.03, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms, (iii) in connection with an “at-the-market” equity distribution program or dividend reinvestment program or (iiiiv) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date)reasonably practicable, the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.07(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holder Holders of any such notice; provided, however, provided that if at any time after giving written notice of its intention to register Register or sell any securities securities, and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register Register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register Register or sell, shall be relieved of its obligation to register Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Brookfield, the Advisor, the Property Manager or the Demanding Holders to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Offering, as the case may be, and (ii) in the case of a determination to delay Registration Registering or saleselling, in the absence of a Demand Request or a request with respect to a Underwritten Offering, shall be permitted to delay registering Registering or selling any Registrable Securities Securities, for the same period as the delay in registering Registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 2.01 or 3.2; 2.02, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or Forms (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement, (iv) pursuant to a registration by which the Company is offering to exchange its own securities for other securities, (v) pursuant to a registration statement relating solely to a dividend reinvestment or similar plan, or (vi) pursuant to a registration statement by which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to an applicable exemption from the registration requirements of the Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged) (a “Company Public Sale”), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date)reasonably practicable, the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holder Holders of any such notice; provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Demand Rights Holders to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If If, at any time following the closing of the IPOInitial Public Offering, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration registration incidental to an issuance of debt securities under Section 3.1 or 3.2; Rule 144A, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms, or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementarrangement or a dividend reinvestment plan), then, as soon as reasonably practicable (but in no event less than five thirty (530) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Stockholders, and such Piggyback Notice notice shall offer each such Holder the Stockholders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder Stockholder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.24.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder Stockholders of any such noticenotice (or ten (10) Business Days in the case of a Shelf Notice); provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall, in its reasonable judgment, determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder Stockholder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such Registration be effected as a Demand Registration under Section 4.01, and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securities. Any applicable Holder Subject to Section 4.03(b), if the offering pursuant to such Registration Statement is to be underwritten, then each Stockholder making a request for a Piggyback Registration pursuant to this Section 4.03(a) must, and the Company shall have make such arrangements with the right managing underwriter or underwriters so that each such Stockholder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Stockholder making a request for a Piggyback Registration pursuant to this Section 4.03(a) must, and the Company shall make such arrangements so that each such Stockholder may, participate in such offering on such basis. Each Stockholder shall be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement by giving providing a written notice prior to the Company filing of its request a preliminary Prospectus that will be used to withdrawbegin any “road show” to market the Registrable Securities.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration Statement under Section 3.1 or 3.2; 2 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2(a)), (ii) a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive share plan or other employee benefit plan arrangement, or (iv) a registration in connection with a direct or indirect acquisition by the Company or one of its Subsidiaries of another Person or a similar business combination transaction, however structured), ) then, as soon as practicable (but in no event less than five ten (510) Business Days calendar days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.24(b) and Section 4(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holder Holders of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale of such securitiesregistration, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (iA) in the case of a determination not to register or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a Demand Registration (subject to the provisions governing withdrawal set forth in Section 2(b)), and (iiB) in the case of a determination to delay Registration or saleregistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have ; provided, that if such registration involves an underwritten Public Offering, all such Holders requesting to be included in the right to withdraw all or part of its request for inclusion of its Company’s registration must sell their Registrable Securities to the underwriters selected as provided in a Piggyback Registration by giving written notice Section 7(j) on the same terms and conditions as apply to the Company of its request to withdrawor the Holder requesting such registration, as applicable, and the Company shall make arrangements with the managing underwriter so that each such Holder may participate in such Underwritten Offering.

Participation. If Subject to Section 3(b) below, if at any time following from and after the closing of the IPOdate hereof, the Company proposes to file or files a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities of the same type as the Registrable Shares for its own account (other than a Registration Statement in connection with an initial public offering of the Company or a Registration Statement on Form S-8 or Form S-4 or any successor form thereto), or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration security holder of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to same type as the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement)Registrable Shares, then, as soon promptly as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 million, and such Piggyback Notice shall offer each such Holder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securitiespracticable, the Company shall give written notice of such determination proposed filing to each applicable Holder and, thereupon, and such notice shall offer the Holders the opportunity to include in such registration such number of Registrable Shares as each such Holder may request (ia "Piggyback Registration"). The Company shall include in such Registration Statement all Registrable Shares requested within 20 days after the receipt of any such notice (which request shall specify the Registrable Shares intended to be disposed of by such Holder) to be included in the case registration for such offering pursuant to a Piggyback Registration. Each Holder electing to participate in such Piggyback Registration shall do so pursuant to the terms of a determination such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company and any underwriter of such offering; provided, however, that such Holders shall not be required to register represent and warrant to, or sellto indemnify, shall any party with respect to any matters other than as to the Holder's ownership of the Registrable Shares and with respect to any other information provided by Holder and required to be relieved of its obligation to register or sell any Registrable Securities included in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), Statement pursuant to SEC rules and (ii) in the case regulations. Each Holder of a determination to delay Registration or sale, Registrable Shares shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its such Holder's Registrable Securities in Shares from a Piggyback Registration by giving written notice at any time prior to the Company of its request to withdraweffective date thereof.

Participation. If Subject to Section 5(b), if upon or at any time following after the closing consummation of a Qualified Public Offering (or prior to the IPOconsummation of a Qualified Public Offering with the Company’s consent), the Company proposes to file files a Registration Statement under (i) in connection with the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account exercise of any demand rights by the Apollo Group or any other Persons Holder or Holders possessing such rights, or (ii) in connection with which the Apollo Group exercises piggy-back registration rights (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration any registration of securities solely relating as it relates to an offering and sale to employees or directors management of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) with respect to an offering that includes any shares of Common Stock, then the Company shall give prompt notice (the “Initial Notice”) to the Management Holders and the Management Holders shall be entitled to include in such Registration Statement the Registrable Securities (as defined in Section 5(h)) held by them. If the Management Holders elect to include any or all of their Registrable Securities in such Registration Statement, then the Company shall give prompt notice (the “Piggy-Back Notice”) to each Holder (excluding the Management Holders) and each such Holder shall be entitled to include in such Registration Statement the Registrable Securities held by it. The Initial Notice and Piggy-Back Notice shall offer the Management Holders and the Holders, respectively, the right, subject to Section 5(b) (the “Piggy-Back Registration Right”), then, to register such number of shares of Registrable Securities as soon as practicable each Management Holder and each Holder may request and shall set forth (but in no event less than five (5i) Business Days prior to the proposed anticipated filing date of filing of such Registration Statement or, and (ii) the number of shares of Common Stock that is proposed to be included in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 million, and such Piggyback Notice shall offer each such Holder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.25(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder shares of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for which it has received written requests to register such shares within fifteen (15) days after the same period as Initial Notice and seven (7) days after the delay in registering Piggy-Back Notice has been given. A Management Holder may exercise Piggy-Back Registration Rights with respect to a Qualified Public Offering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawany subsequent Public Offering.

Participation. If at any time following the closing of the IPO, the Company Zoetis proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Zoetis Common Stock for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 or any successor similar form that relates to such forms; or a transaction subject to Rule 145 under the Securities Act, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, equity incentive plan (v) for the sole purpose of offering securities to another entity or other employee benefit plan arrangementits security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only Zoetis Common Stock being Registered is Zoetis Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Zoetis Public Sale”), then, as soon as practicable (but in no event less than five fifteen (515) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company Zoetis shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.2(a) and Section 2.2(c), the Company Zoetis shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines Zoetis shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Zoetis may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 2.1, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesshares of Zoetis Common Stock. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part relieve Zoetis of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for inclusion of its Registrable Securities in a Piggyback Registration pursuant to this Section 2.2(a) shall, and Zoetis shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Zoetis shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Zoetis’s filing of a Shelf Registration shall not be deemed to be a Zoetis Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Zoetis Common Stock for its own account and/or for the account of any other Persons will be a Zoetis Public Sale unless such offering qualifies for an exemption from Zoetis Public Sale definition in this Section 2.2(a); provided, further that if Zoetis files a Shelf Registration for its own account and/or for the account of any other Persons, Zoetis agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by giving written notice Rule 430B under the Securities Act in order to ensure that the Company Holders may be added to such Shelf Registration at a later time through the filing of its request to withdrawa Prospectus supplement rather than a post-effective amendment.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Class A Shares for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days 5 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities (or Class B Shares convertible into Registrable Securities) as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) seven Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesClass A Shares, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01. Any applicable Holder For the avoidance of doubt, no Registration effected under this Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons Company Public Sale (other than (i) a Registration under Section 3.1 or 3.2; Statement proposed to be filed in connection with the IPO in which none of EQT, CPPIB, Bain nor any of their respective Affiliates participate, (ii) a Registration under Section 2.01 or Section 2.02, it being understood that this clause (ii) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability thereof, (iii) a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms; or S-8, (iiiiv) a Registration registration of securities solely relating to an offering and sale to employees employees, directors, or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement, (v) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities, (vi) a Registration Statement relating solely to dividend reinvestment or similar plans or (vii) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged), then, (A) as soon as practicable (but in no event less than five thirty (530) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Institutional Investors, and such Piggyback Notice notice shall offer each Institutional Investor the opportunity to Register under such Registration Statement such number of Registrable Securities as such Institutional Investor may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10)-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Institutional Investors), and such notice shall offer each such Holder the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section 3.3.2Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holder of any such noticea “Piggyback Registration”); provided, however, that if at any time after giving written notice of its intention to register or sell Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay Registration of the Registration or sale of equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each applicable Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii2) in the case of a determination to delay Registering, in the absence of a request by the Institutional Investors to request that such Registration or salebe effected as a Demand Registration under Section 2.01, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or selling underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other securitiesbasis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Any applicable Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Company Shares for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 3.01 or 3.2; Section 3.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or Form S-8 (or any such other similar successor form to such forms; or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than five (5) Business Days 10 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Investor Holdco and all Demand Parties and shall offer Investor Holdco and all Demand Parties the opportunity to Register under such Registration Statement such number of Registrable Securities with a Market Value as Investor Holdco and such Demand Parties may request in writing (provided that the number of no Registrable Securities Registered by Investor Holdco pursuant to this Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than $10 millionits pro rata share of Registrable Securities in accordance with Section 2.02) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders, and such Piggyback Notice notice shall offer each such Holder the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section 3.3.23.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holder of any such noticea “Piggyback Registration”); provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay Registration of the Registration or sale of equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each applicable Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of a Demand Party, to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 3.01, and (ii2) in the case of a determination to delay Registering, in the absence of a request by a Demand Party, that such Registration or salebe effected as a Demand Registration under Section 3.01, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements with the managing underwriter or selling underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other securitiesbasis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c). Any applicable Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each (i) Holder holding Registrable Securities with a Market Value of no less than $10 million25 million and (ii) Angel Oak Investor, and such Piggyback Notice shall offer each such Holder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following after the closing of the IPO, the Company IPO proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Company Shares for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 3.01 or 3.2; Section 3.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or Form S-8 (or any such other similar successor form to such forms; or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than five (5) Business Days 60 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Investor Holdco, for so long as Investor Holdco is a Holder holding of Registrable Securities, and shall offer Investor Holdco the opportunity to Register under such Registration Statement such number of Registrable Securities with a Market Value as Investor Holdco may request on behalf of no the ABS Control Group in writing (and such number of Registrable Securities shall be pro rata among members of the ABS Control Group based on the Registrable Securities beneficially owned by each such member of the ABS Control Group, unless such member of the ABS Control Group otherwise directs Investor Holdco to include less than $10 millionits pro rata share of Registrable Securities in accordance with Section 2.03) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than members of the ABS Control Group), and such Piggyback Notice notice shall offer each such Holder the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section 3.3.23.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holder of any such noticea “Piggyback Registration”); provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay Registration of the Registration or sale of equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each applicable Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a 5% Demanding Holder, to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 3.01, and (ii2) in the case of a determination to delay Registering, in the absence of a request by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a 5% Demanding Holder, that such Registration or salebe effected as a Demand Registration under Section 3.01, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements with the managing underwriter or selling underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other securitiesbasis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c). Any applicable Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionPurchaser, and such Piggyback Notice shall offer each such Holder Purchaser the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder Purchaser may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five seven (57) Business Days after the receipt by such Holder from Purchaser of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder Purchaser and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Purchaser to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder Purchaser shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following on or after the closing of Effective Time (as defined in the IPO, the Company Merger Agreement) proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 2.01 or 3.2; 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or the right of the Holders to request that their Registrable Securities be included in any Registration under Section 2.01 or Section 2.02 pursuant to Section 2.01(d) or Section 2.02(c), as applicable, or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or Form S-8 (or any such other similar successor form to such forms; or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans, or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date)practicable, the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less the Holders (other than $10 millionthe First Reserve Parties), and such Piggyback Notice notice shall offer each such Holder the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Holder may request in writing within five (a 5) days of delivery of such written notice by the Company; provided, however that in the case of an “Piggyback Registration”)overnight” or “bought” offering, such requests must be made within one (1) business day after the delivery of any such written notice by the Company. Subject to Section 3.3.2Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holder of any such noticea “Piggyback Registration”); provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay Registration of the Registration or sale of equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each applicable Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of First Reserve to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii2) in the case of a determination to delay Registering, in the absence of a request by First Reserve to request that such Registration or salebe effected as a Demand Registration under Section 2.01, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or selling underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other securitiesbasis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Any applicable Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of its such Registration Statement; provided, that such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in a the Piggyback Registration by giving written notice as to the Company of its request to withdrawwhich such withdrawal was made.

Participation. If at any time following the closing of the IPO, the Company SpinCo proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its SpinCo Common Stock or other equity securities of SpinCo for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 or any successor similar form that relates to such forms; or a transaction subject to Rule 145 under the Securities Act, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, equity incentive plan (v) for the sole purpose of offering securities to another entity or other employee benefit plan arrangementits security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only SpinCo Common Stock being Registered is SpinCo Common Stock issuable upon conversion of debt securities that are also being Registered) (a “SpinCo Public Sale”), then, as soon as practicable (but in no event less than five fifteen (515) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company SpinCo shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.2(a) and Section 2.2(c), the Company SpinCo shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five ten (510) Business Days days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines SpinCo shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company SpinCo shall give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 2.1, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesshares of SpinCo Common Stock. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part relieve SpinCo of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for inclusion of its Registrable Securities in a Piggyback Registration pursuant to this Section 2.2(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.1(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. SpinCo’s filing of a Shelf Registration shall not be deemed to be a SpinCo Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of SpinCo Common Stock for its own account and/or for the account of any other Persons will be a SpinCo Public Sale unless such offering qualifies for an exemption from the SpinCo Public Sale definition in this Section 2.2(a); provided, further that if SpinCo files a Shelf Registration for its own account and/or for the account of any other Persons, SpinCo agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by giving written notice Rule 430B under the Securities Act in order to ensure that the Company Holders may be added to such Shelf Registration at a later time through the filing of its request to withdrawa Prospectus supplement rather than a post-effective amendment.

Participation. If At any time after the Closing Date, if the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Major Holders, and such Piggyback Notice shall offer each such Holder all Major Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such each Major Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five seven (57) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder included therein and, thereupon, (ix) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw, prior to the applicable Registration Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of the related underwriting agreement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 F-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive employee stock purchase plan or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then-outstanding security of the Company or (v) a Registration relating to a dividend reinvestment plan), then, then as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.23.1(b), the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawwithdraw prior to the pricing of such securities being registered in such Piggyback Registration.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) ten Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Common Stock for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan arrangementor (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days 15 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Re #85967293v11 gistrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days 12 days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesshares of Common Stock. Any applicable Holder No Registration effected under this Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) an Excluded Registration or a Registration under Section pursuant to Sections 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall be permitted to, and the Company shall, make such arrangements so that each such Holder may participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the related underwriting agreement or the effectiveness of the Registration Statement, as applicable.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file or publish a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; 2.1(a) pursuant to which notice is delivered pursuant to Section 2.1(c), (ii) pursuant to a Registration on Form S-4 registration right granted by the Company as part of a bona fide financing by the Company structured as a private placement of securities (other than common stock or Form S-8 or any successor form warrants to purchase common stock) to be followed, within 270 days of the consummation thereof, by the filing of a registration statement with respect to such forms; securities or (iii) a Registration of securities solely relating on Form F-4 or S-8 or any similar or successor form to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager such Forms (such registration pursuant to any employee stock planclause (iii), equity incentive plan or other employee benefit plan arrangementa "Company Sale")), then, as soon as practicable (but in no event less than five (5) Business Days 30 days prior to the proposed date of filing of or publishing, as the case may be, such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all Holders of Registrable Securities with a Market Value of no less than $10 millionSecurities, and such Piggyback Notice notice shall offer each the Holders of such Holder Registrable Securities the opportunity opportunity, subject to register Section 2.2(b), to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “"Piggyback Registration”"). Subject Pursuant and subject to Section 3.3.22.2(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested with respect to be included therein which the Company has received written requests for inclusion within five (5) Business Days 20 days after the receipt date on which the Company has delivered its written notice, including, if necessary, filing with the SEC a post-effective amendment or a supplement to such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such Holder of Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any such noticestate securities or blue sky laws, or any rules and regulations thereunder; provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation obligation, if any, under Section 2.9 to pay the Registration Expenses in connection therewith), ) and (ii) in the case of a determination to delay Registration or saleRegistering, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company shall have make such arrangements with the right underwriters so that each such Holder may, participate, subject to Section 2.2(b), in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company will make such arrangements so that each such Holder may, participate, subject to Section 2.2(b), in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of its request for inclusion of its such Holder's Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company Company's request for acceleration of its request to withdrawthe effective date thereof.

Participation. If (1) At any time, or from time to time, after the Company has become subject to the periodic reporting requirements of the Exchange Act or otherwise lists shares of its Common Stock on a recognized securities exchange, Nasdaq or another trading medium, if the Company at any time following the closing of the IPO, the Company proposes to file files a Registration Statement (other than a Registration Statement filed pursuant to Rule 462(b) under the Securities Act or to conduct a Public Offering Act) with respect to any offering of its equity securities for its own account or for the account of any other Persons stockholder who holds its securities (other than (iA) a Registration under Section 3.1 or 3.2; (ii) a Registration registration on Form S-4 S-▇, ▇-▇, ▇-▇, F-10 or Form S-8 or any successor form to such forms; or , (iiiB) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), arrangement or (C) a registration of non-convertible debt securities) then, as soon expeditiously as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date)reasonably possible, the Company shall give written notice (a the “Piggyback Incidental Registration Notice”) of such proposed filing or Public Offering to each Holder holding all Holders of Registrable Securities with a Market Value of no less than $10 millionSecurities, and such Piggyback Notice notice shall offer each the Holders of such Holder Registrable Securities the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”)writing. Subject to Section 3.3.22.2(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that which are requested to be included therein within five fifteen (515) Business Days days after the receipt by Incidental Registration Notice is given to such Holder of any such notice; provided, however, that if Holders. If at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, , (iA) in the case of a determination not to register or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering registration, and (but not from its obligation to pay the Registration Expenses in connection therewith), and (iiB) in the case of a determination to delay Registration or saleregistering, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. (2) If the offering described in an Incidental Registration Notice is to be an Underwritten Offering, then each Holder making a request for its Registrable Securities to be included therein must, and the Company shall make such arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering on the same terms as the Company and other Persons selling securities in such Underwritten Offering, subject to the provisions of Section 2.4. Any applicable If the offering pursuant to such registration is to be on any other basis, then each Holder making a request for an Incidental Registration pursuant to this Section 2.2(a) must participate in such offering on such basis. (3) Each Holder of Registrable Securities making a request for an Incidental Registration pursuant to this Section 2.2(a) shall have the right be permitted to withdraw all or part of its request for inclusion of its such Holder’s Registrable Securities in a Piggyback from such Incidental Registration at any time prior to the effective time of the Registration Statement covering the applicable Incidental Registration by giving written notice of such withdraw prior to the Company effective time of its request to withdrawsuch Registration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration Statement under Section 3.1 or 3.2; ‎Section 2 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to ‎ ‎Section 2(a)), (ii) a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive share plan or other employee benefit plan arrangement, or (iv) a registration in connection with a direct or indirect acquisition by the Company or one of its Subsidiaries of another Person or a similar business combination transaction, however structured), ) then, as soon as practicable (but in no event less than five ten (510) Business Days calendar days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2‎Section 4(b) and ‎‎Section 4(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holder Holders of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale of such securitiesregistration, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (iA) in the case of a determination not to register or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a Demand Registration (subject to the provisions governing withdrawal set forth in ‎Section 2(b)‎), and (iiB) in the case of a determination to delay Registration or saleregistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have ; provided, that if such registration involves an underwritten Public Offering, all such Holders requesting to be included in the right to withdraw all or part of its request for inclusion of its Company’s registration must sell their Registrable Securities to the underwriters selected as provided in a Piggyback Registration by giving written notice ‎ ‎Section 7(j) on the same terms and conditions as apply to the Company of its request to withdrawor the Holder requesting such registration, as applicable, and the Company shall make arrangements with the managing underwriter so that each such Holder may participate in such Underwritten Offering.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Class A Common Shares for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan arrangementor (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days 15 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days 12 days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesClass A Common Shares. Any applicable Holder No Registration effected under this Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to shares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Holders, in each case in connection with the public offering of such shares solely for cash and other than (x) a registration on Form S-8 relating solely to employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 145 under the Securities Act Act, or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (iz) a Registration under Section 3.1 registration on any registration form which does not permit secondary sales or 3.2; (ii) does not include substantially the same information as would be required to be included in a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration Statement covering the sale of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock planRegistrable Securities, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), then the Company shall give written prompt notice (a “Piggyback Notice”) of such proposed filing or Public Offering registration to each Holder holding Registrable Securities with a Market Value of no less than $10 million, and such Piggyback Notice notice shall offer each such Holder (or any Holder who is not participating in the proposed Registration Statement) the opportunity to register under such Registration Statement, or to sell include in such Public Offering, registration such number of Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”). Subject The notice required to be provided in this Section 2.2.1 to each Holder shall be provided pursuant to Section 3.3.25. Each Holder shall then have fifteen (15) days to request inclusion of Registrable Securities in the registration. If no request for inclusion from a Holder is received within the specified time, the Company such Holder shall include have no further right to participate in such Registration Statement or in such Public OfferingPiggyback Registration. If, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities undertake a registration and prior to the effective date closing of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell undertake or to delay the Registration or sale of such securitiesregistration, the Company shall may, at its election, give written notice of such determination to each applicable Holder the Selling Holders and, thereupon, (ix) in the case of a determination not to register or sellundertake such registration, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)terminated registration, and (iiy) in the case of a determination to delay Registration or salesuch registration, shall be permitted to delay registering or selling offering any Included Registrable Securities for the same period as the delay in registering or selling such other securitiesthe registration. Any applicable Selling Holder shall have the right to withdraw all or part of its such Selling Holder’s request for inclusion of its such Selling Holder’s Registrable Securities in a Piggyback Registration such offering by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.1 of this Agreement. The Company shall not include (i) any Registrable Securities under a Piggyback Registration unless Buyer is a Selling Holder in such registration, and (ii) Registrable Securities of any Holder other than Buyer in excess of such Holder’s then Pro-Rata Basis. The Company shall have no obligation under this Section 2.2 to make any offering of its request shares of Common Stock or to withdrawcomplete an offering of its shares of Common Stock that it proposes to make.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) an Excluded Registration or a Registration under pursuant to Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) three Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall be permitted to, and the Company shall, make such arrangements so that each such Holder may participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the related underwriting agreement or the effectiveness of the Registration Statement, as applicable.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; 3.2 of which the Holder has received a Shelf Registration Notice pursuant to Section 3.2.2, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or Forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementarrangement or (iv) pursuant to a rights offering), then, as soon as practicable (but in no event less than five two (52) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; 3.2 or (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementExcluded Registration), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Participation. If at any time If, following the closing date of the IPO, the Company at any time proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to Shelf Registration Statement) or file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (“Company Securities”), for its own account or for the account of any other Persons (other than (i) a an underwritten Public Offering or Registration Statement under Section 3.1 or 3.2; 3, (ii) a Registration Statement on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇, Form F-8 or Form S-8 or any successor form to such forms; , or (iii) a Registration registration of securities Ordinary Shares solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive share plan or other employee benefit plan arrangement), then, as soon as reasonably practicable (but in no event less than five ten (510) Business Days calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade dateas applicable), the Company shall give written notice (a “Piggyback Notice”) of such proposed offering or filing to the Holders (which notices shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionunderwriters, if any, in such offering), and such Piggyback Notice notice shall offer each such Holder the opportunity Holders the right to register under such Registration Statement, Statement or to sell include in such underwritten Public Offering, Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.24(b) and Section 4(c), the Company shall include in such Registration Statement or in such underwritten Public Offering, as applicable, Offering all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holder Holders of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities Company Securities in an underwritten Public Offering and prior to the launch date, or to register any Company Securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to sell or register or sell or to delay the Registration such sale or sale of such securitiesregistration, the Company shall give prompt written notice of such determination to each applicable Holder and, thereupon, (iA) in the case of a determination not to register sell or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration sale or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders with respect to a Shelf Registration, including the right to request an Underwritten Shelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i) or (ii)), and (iiB) in the case of a determination to delay selling or registering, in the absence of a Shelf Registration or salerequest for an Underwritten Shelf Takedown related thereto, shall be permitted to delay selling or registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have Company Securities; provided, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the right to withdraw all Company’s registration or part of its request for inclusion of its sale must sell their Registrable Securities in a Piggyback Registration by giving written notice to the underwriters on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of its request a combined primary and secondary offering, such differences, including any with respect to withdrawrepresentations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter or underwriters so that each such Holder may participate in such Underwritten Offering on the foregoing terms.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (ia) a Registration under Section 3.1 3.1, Section 3.2 or 3.2; Section 3.3, (iib) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iiic) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.23.4.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (ix) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.2 or an Underwritten Shelf Takedown under Section 3.3, as the case may be, and (iiy) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five fifteen (515) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 Sections 2.1 or 3.2; 2.2, (ii) a Registration on Form S-4 F-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as practicable (but in no event less than five (5) Business Days 30 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all Holders of Registrable Securities with a Market Value of no less than $10 millionSecurities, and such Piggyback Notice notice shall offer each such Holder the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.3(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days 15 days after the receipt by such Holder of any such noticenotice is delivered; provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, : (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and without prejudice, however, to the rights of any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.1; and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.3(a) must, and the Company shall have make such arrangements with the right managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.3(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of its request for inclusion of its such Holder’s Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If If, following the date that is 180 days following the Closing Date, the Company at any time following the closing of the IPO, the Company proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Common Stock for its own account or for the account of any other Persons (other than (i) a Registration Statement under Section 3.1 2 or 3.2; 3 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2(a)), (ii) a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration registration of securities Common Stock solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive share plan or other employee benefit plan arrangement), or (iv) a registration in connection with a direct or indirect acquisition by the Company or one of its Subsidiaries of another Person or a similar business combination transaction, however structured) then, as soon as practicable (but in no event less than five ten (510) Business Days calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade dateas applicable), the Company shall give written notice (a “Piggyback Notice”) of such proposed offering or filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, Statement or to sell include in such underwritten Public Offering, Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.24(b) and Section 4(c), the Company shall include in such Registration Statement or in such underwritten Public Offering, as applicable, Offering all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holder Holders of any such notice; provided, however, provided that if at any time after giving written notice of its intention to register or sell any securities Common Stock in an underwritten Public Offering and prior to the launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to sell or register or sell or to delay the Registration such sale or sale of such securitiesregistration, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (iA) in the case of a determination not to register sell or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration sale or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a Demand Registration (subject to the provisions governing withdrawal set forth in Section 2(b)) or, if applicable, a Shelf Offering Request and any Underwritten Shelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i)), and (iiB) in the case of a determination to delay Registration selling or saleregistering, in the absence of a request for a Demand Registration, Shelf Offering Request or Underwritten Shelf Takedown, shall be permitted to delay selling or registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have Common Stock; provided, further, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the right to withdraw all Company’s registration or part of its request for inclusion of its sale must sell their Registrable Securities to the underwriters selected as provided in a Piggyback Registration by giving written notice Section 7(j) on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of its request a combined primary and secondary offering, such differences, including any with respect to withdrawrepresentations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter(s) so that each such Holder may participate in such Underwritten Offering.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) an Excluded Registration or a Registration under pursuant to Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) ten Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall be permitted to, and the Company shall, make such arrangements so that each such Holder may participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the related underwriting agreement or the effectiveness of the Registration Statement, as applicable.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; , or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) 10 Business Days prior to (i) the proposed date of filing of such Registration Statement or, (ii) in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.23.3(b), the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) 5 Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 2.01 or 3.2; 2.02, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as practicable (but in no event less than forty-five (545) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder Holders of any such notice; provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 Sections 3.1, 3.2 or 3.2; 3.3, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.23.4.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five two (52) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.2 or an Underwritten Shelf Takedown under Section 3.3, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.4.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.4.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time following after the closing consummation of the IPO, the Company IPO proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; 3.2 or (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering and/or Canadian Prospectus with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 2.01 or 3.2; 2.02, it being understood that this clause (i) does not limit the rights of WP to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 5-4, F-4 or Form S-8 5-8 (or any such other similar successor form to such forms; or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans or (vi) a Shelf Registration Statement or Canadian Shelf Prospectus pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act or similar private placement provisions under Canadian securities legislation may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, as soon as practicable (but in no event less than five (5) Business Days 30 days prior to the proposed date of filing of such Registration Statement orand/or Canadian Prospectus, unless the filing is in connection with an overnight bought deal or overnight marketed offering, in which case the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade datenotice shall be not less than one (1) Business Day), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Institutional Investors, and such Piggyback Notice notice shall offer each such Holder the Institutional Investors the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement and/or Canadian Prospectus such number of Registrable Securities as such Holder the Institutional Investors may request in writing delivered to the Company within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section 3.3.2Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, and/or Canadian Prospectus all such Registrable Securities that are requested by the Institutional Investors to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holder of any such noticea “Piggyback Registration”); provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any equity securities and prior to the effective date of the Registration Statement and/or Canadian Prospectus filed in connection with such Piggyback Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay Registration of the Registration or sale of equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each applicable Holder Institutional Investor to the extent the Institutional Investor requested to Register its Registrable Securities in such Registration Statement and/or Canadian Prospectus and, thereupon, (i1) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of WP to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii2) in the case of a determination to delay Registering, in the absence of a request by WP to request that such Registration or salebe effected as a Demand Registration under Section 2.01, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement and/or Canadian Prospectus is to be underwritten, the Company shall so advise the Institutional Investors as a part of the written notice given pursuant this Section 2.03(a), and to the extent an Institutional Investor makes a request for a Piggyback Registration pursuant to this Section 2.03(a), such Institutional Investor must, and the Company shall make such arrangements with the managing underwriter or selling underwriters so that such Institutional Investors may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement and/or Canadian Prospectus is to be on any other securitiesbasis, the Company shall so advise the Institutional Investors as part of the written notice given pursuant to this Section 2.03(a), and to the extent an Institutional Investor makes a request for a Piggyback Registration pursuant to this Section 2.03(a), the Company shall make such arrangements so that such Institutional Investor may participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Any applicable Holder Each Institutional Investor shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement and/or Canadian Prospectus.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 2.1 or 3.2; 2.2, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as practicable (but in no event less than forty-five (545) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionTPG Holders, and such Piggyback Notice notice shall offer each such Holder TPG Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.3(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder of any such noticenotice is delivered; provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration be effected as a Demand Registration under Section 2.1, and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.3(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.3(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its such Holder’s Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then outstanding security of the Company or (v) a Registration relating to a dividend reinvestment plan), then, then as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Principal Stockholder, and such Piggyback Notice shall offer each such Holder the Principal Stockholder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder the Principal Stockholder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2(b), the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder the Principal Stockholder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder the Principal Stockholder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Principal Stockholder under Section 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder The Principal Stockholder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawwithdraw prior to such Registration the securities being registered in such Piggyback Registration.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities ordinary shares for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 or any successor similar form that relates to such forms; or a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities solely relating to an offering and sale to employees another entity or directors its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only ordinary shares being Registered are ordinary shares of the Company or its subsidiaries or to the Manager or employees or officers issuable upon conversion of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementdebt securities that are also being Registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than five fifteen (515) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.2(a) and Section 2.2(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 2.1, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiessecurities of the Company. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis Section 2.2(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. The Company’s filing of a Shelf Registration shall not be deemed to be a Company Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of the Company’s ordinary shares for its own account and/or for the account of any other Persons will be a Company Public Sale unless such offering qualifies for an exemption from Company Public Sale definition in this Section 2.2(a); provided, further that if the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If Subject to Section 4(b) hereof, if at any time following after the closing of the IPO, date hereof the Company proposes to file files a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration any registration of securities solely relating as it relates to an offering and sale to employees or directors management of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement)) with respect to an offering that includes any shares of Common Stock, thenthen the Company shall give prompt notice (the "Initial Notice") to the Investor and the Investor shall be entitled to include in such Registration Statement any Registrable Securities held by it, provided, however, that the Investor shall not be entitled to such participation rights with respect to the Registration Statement to be filed within ninety (90) days following the issuance of securities under the Company's convertible senior subordinated notes offering (and the common stock issued upon conversion thereof) which closed on March 15, 2001, as soon such offering may be revised, amended, altered or supplemented in the discretion of the Company. If the Investor elects to include any or all of its Registrable Securities in such Registration Statement, then the Company shall give prompt notice (the "Piggyback Notice") to each Holder (excluding the Investor) and each such Holder shall be entitled to include in such Registration Statement any Registrable Securities held by it. The Initial Notice and Piggyback Notice shall offer the Investor and the Holders, respectively, the opportunity to register such number of shares of Registrable Securities as practicable the Investor and each Holder may request and shall set forth (but in no event less than five (5i) Business Days prior to the proposed anticipated filing date of filing of such Registration Statement or, and (ii) the number of shares of Common Stock that is proposed to be included in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 million, and such Piggyback Notice shall offer each such Holder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the The Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder shares of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for which it has received written requests to register such shares within 15 days after the same period as Initial Notice and 7 days after the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawNotice has been given.

Participation. If at any time following the closing of the IPO, the Company Elanco proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Elanco Common Stock for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 or any successor similar form that relates to such forms; or a transaction subject to Rule 145 under the Securities Act, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, equity incentive plan (v) for the sole purpose of offering securities to another entity or other employee benefit plan arrangementits security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only Elanco Common Stock being Registered is Elanco Common Stock issuable upon conversion of debt securities that are also being Registered) (an “Elanco Public Sale”), then, as soon as practicable (but in no event less than five fifteen (515) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company Elanco shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.2(a) and Section 2.2(c), the Company Elanco shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines Elanco shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Elanco may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 2.1, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesshares of Elanco Common Stock. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part relieve Elanco of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for inclusion of its Registrable Securities in a Piggyback Registration pursuant to this Section 2.2(a) shall, and Elanco shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Elanco shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Elanco’s filing of a Shelf Registration shall not be deemed to be an Elanco Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Elanco Common Stock for its own account and/or for the account of any other Persons will be an Elanco Public Sale unless such offering qualifies for an exemption from the Elanco Public Sale definition in this Section 2.2(a); provided, further that if Elanco files a Shelf Registration for its own account and/or for the account of any other Persons, Elanco agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by giving written notice Rule 430B under the Securities Act in order to ensure that the Company Holders may be added to such Shelf Registration at a later time through the filing of its request to withdrawa Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or , (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then-outstanding security of the Company or (v) a Registration relating to a dividend reinvestment plan), then, then as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective Registration Statement unless the Company is proposing to conduct a Public Offering that is an Underwritten Offering. Subject to Section 3.3.23.1(b), the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) ten Business Days (the “Piggyback Notice Period”) after the receipt by such Holder of any such notice; provided, however, that if the length of the notice period under the A&R LLCA for converting Class B Units in connection with a “Block Trade” as defined in the A&R LLCA is not at least five days longer than the Piggyback Notice Period, or if an exchange of Class B Units cannot otherwise be effected such that Registrable Securities cannot be included in such Piggyback Registration, then the Company shall use net proceeds from such Public Offering to repurchase a number of Class A Common Stock and Class B Units underlying Registrable Securities that such Holder had requested to be included in such Piggyback Registration within the Piggyback Notice Period; provided, further, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i1) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii2) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawwithdraw prior to such Registration the securities being registered in such Piggyback Registration. In addition, in the IPO and any subsequent Underwritten Offering in which some or all net proceeds to the Company from such offering are intended to be used to repurchase Class B Units or Common Stock (the amount of such net proceeds, the “Repurchase Amount”), no persons shall receive any portion of the Repurchase Amount unless any EIP Holder is given the right to receive a Pro Rata Portion of the Repurchase Amount with respect to the repurchase of such EIP Holder’s Class B Units or Registrable Securities. In addition, except as otherwise agreed in writing by the EIP Holders, the EIP Holders shall receive all of the Repurchase Amount in the IPO.

Participation. (i) If at any time following on or after the closing of the IPOfirst Release Date, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons holders of its securities (or by the Company and by security holders of the Company, including, without limitation, pursuant to Section 2.02 hereof), other than (iA) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration registration of securities relating solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), (B) a registration on Form S-4 or S-8 or any successor form to such forms, (C) an exchange offer or offering of securities solely to the Company’s existing shareholders, (D) an offering of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or (F) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then, as soon as practicable (but in no event less than five ten (510) Business Days business days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing to all holders of Registrable Securities, which notice shall describe the amount and class of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or Public Offering to each Holder holding Registrable Securities with a Market Value underwriters, if any, of no less than $10 millionthe offering, and such Piggyback Notice notice shall offer each the holders of such Holder Registrable Securities the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder holder may request in writing (a an “Piggyback Incidental Registration”). Subject to Section 3.3.22.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days business days after the receipt by such Holder holder of any such notice; provided, however, that if on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each applicable Holder holder of Registrable Securities and, thereupon, (ix) in the case of a determination not to register or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)registration, and (iiy) in the case of a determination to delay Registration or saleregistering, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use its best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms and conditions as the Company and other Persons selling securities in such Underwritten Offering. Any applicable Holder If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.03(a) must participate in such offering on such basis. (iii) Each holder of Registrable Securities shall have the right be permitted to withdraw all or part of its request for inclusion of its such holder’s Registrable Securities in a Piggyback from an Incidental Registration by giving written notice to the Company of its request to withdraw.at any time;

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Common Stock or otherwise conduct an offering of Common Stock pursuant to an effective Registration Statement, in each case, for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; ‎Section 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to a registration statement required to be filed pursuant to the Share Purchase Agreement and Registration Rights Agreement, each dated December 7, 2024, by and among the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (“GEM”) and the Side Letter, dated April 11, 2025, by and among the Company and GEM, (iv) in connection with any dividend reinvestment or similar plan, or (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction solely for the purpose of effecting an acquisition of assets or securities of another entity), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in or the case launch of a Public Offering under a Shelf such offering pursuant to an effective Registration Statement, the anticipated pricing or trade dateas applicable), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, Statement or to otherwise sell in such Public Offering, offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2‎Section 2.02(a) and ‎Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, other offering all such Registrable Securities that are requested to be included therein within five four (54) Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register Register or sell otherwise offer any securities pursuant to this ‎Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, Registration or the pricing or trade date launch of a Public Offering under a Shelf Registration Statementsuch offering, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale offering of such securities, the Company shall may, at its election, give prompt written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register Register or sellotherwise offer securities, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, and (ii) in the case of a determination to delay Registration or saleother offer of securities, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesCommon Stock, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under ‎Section 2.01. Any applicable Holder For the avoidance of doubt, no Registration or other offering effected under this ‎Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under ‎Section 2.01. If the offering pursuant to a Registration Statement pursuant to this ‎Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis ‎Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this ‎Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Partnership at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iiiii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company Partnership or its subsidiaries general partner or to the Manager or employees or officers any of the Manager their Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Partnership Public Sale”), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statementreasonably practicable, the anticipated pricing or trade date), the Company Partnership shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that a Piggyback Registration shall not be offered to the Holders in connection with the IPO. Subject to Section 3.3.22.03(b), the Company Partnership shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holder Holders of any such notice; provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines Partnership shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company Partnership shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Demand Right Holders to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Partnership shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Partnership shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; 3.2 of this Agreement, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five thirty (530) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five twenty (520) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination by the Company to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw withdraw, without obligations to any other Holder, all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw. In the event of any Underwritten Shelf Takedown or that any registration referred to in this Section 3.3.1 shall be, in whole or in part, an underwritten Public Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the shares otherwise being sold through underwriters under such Underwritten Shelf Takedown or registration.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Company Shares for its own account or for the account of any other Persons (other than (ia) a Registration under Section 3.1 or 3.2; 2.1, (iib) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or thereto, (iiic) a Registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or any of its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity benefit or incentive plan or other employee benefit plan arrangement(d) a Registration Statement relating to the registration of Company Shares in connection with a payment under the Tax Receivable Agreement (as defined in the Merger Agreement)), then, as soon as practicable (but in no event less than five ten (510) Business Days days prior to the proposed date of initial filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, three (3) days prior to the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all Holders of Registrable Securities (other than Management Shareholders in connection with a Market Value of no less than $10 millionregistration effected pursuant to a Shelf Registration Statement (including any Underwritten Shelf Takedown)), and such Piggyback Notice notice shall offer each such Holder Holders of Registrable Securities the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.2.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, Offering all such Registrable Securities that which are requested to be included therein within five ten (510) Business Days days after the receipt by Company has given such Holder notice or, in the case of any such noticea Public Offering under a Shelf Registration Statement, one (1) day prior to the pricing date; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders under Section 2.1, and (ii) in the case of a determination to delay registering or selling, in the absence of a request for a Demand Registration or salean Underwritten Shelf Takedown, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable If such Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2.1 must, and the Company shall have make such arrangements with the right managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2.1 must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of its request for inclusion of its such Holder’s Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company pricing of its request to withdrawsuch Registration.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement register any Common Stock or Share Equivalents under the Securities Act (whether for itself or to conduct otherwise in connection with a Public Offering with respect to any offering sale of its equity securities for its own account by another Person (including a Shelf Registration or for the account of any other Persons (a Demand Registration by an Investor), but other than (i) a Registration under Section 3.1 registration on a Form S-4 (or 3.2; any successor or similar form) in connection with a direct or indirect acquisition by the Company of another Person, (ii) a Registration registration on Form S-4 or a Form S-8 (or any successor form to such forms; or similar form), or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Initial Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date)unless Registrable Securities of an Investor are registered, the Company shall at each such time give prompt written notice (a “Piggyback Notice”) at least three days prior to the anticipated filing date of the Registration Statement relating to such proposed filing or Public Offering registration to each Investor and any other Holder holding Registrable Securities with a Market Value of no less than $10 millionhereunder, which notice shall set forth such Investor’s rights under this Section 2.02 and such Piggyback Notice shall offer each such Holder Investor the opportunity to register under include in such Registration Statement, Statement all or to sell in such Public Offering, such number any portion of the Registrable Securities as held by such Holder may request in writing Investor (a “Piggyback Registration”). Subject , subject to Section 3.3.2the restrictions set forth herein. (i) Upon any such request of any such Investor made within three days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Investor), the Company shall include in such Registration Statement or in such Public Offering, as applicable, use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities that are the Company has been so requested to register by all such Investors; provided, that if such registration involves a Public Offering, all such Investors requesting to be included therein within five (5in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) Business Days after on the receipt by such Holder of same terms and conditions as apply to the Company or any such noticeother selling equity holders; provided, however, that if no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. (ii) If, at any time after giving written notice of its intention to register or sell any securities Registrable Securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines initiating Investors shall decide for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of to all such determination to each applicable Holder Investors and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration or Public Offering (but not from its obligation to the extent required by Section 2.01. The Company shall be liable for and pay the all Registration Expenses in connection therewith)with each Piggyback Registration, and (ii) in the case regardless of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling whether such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdrawregistration is effected.

Participation. If At any time after the Closing Date, if the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iiiii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), including a Registration under Section 3.1 or 3.2 hereof, then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder included therein and, thereupon, (ix) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw, prior to the applicable Registration Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of the related underwriting agreement.

Participation. If at any time following the closing of the IPO, the Company Kyndryl proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Kyndryl Common Stock for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 or any successor similar form that relates to such forms; or a transaction subject to Rule 145 under the Securities Act, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, equity incentive plan (v) for the sole purpose of offering securities to another entity or other employee benefit plan arrangementits security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only Kyndryl Common Stock being Registered is Kyndryl Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Kyndryl Public Sale”), then, as soon as practicable (but in no event less than five fifteen (515) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company Kyndryl shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.2(a) and Section 2.2(c), the Company Kyndryl shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five ten (510) Business Days days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines Kyndryl shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Kyndryl may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration or Public Offering (but not from its obligation to pay the be effected as a Demand Registration Expenses in connection therewith)under Section 2.1, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesshares of Kyndryl Common Stock. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part relieve Kyndryl of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for inclusion of its Registrable Securities in a Piggyback Registration pursuant to this Section 2.2(a) shall, and Kyndryl shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Kyndryl shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Kyndryl’s filing of a Shelf Registration shall not be deemed to be a Kyndryl Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Kyndryl Common Stock for its own account and/or for the account of any other Persons will be a Kyndryl Public Sale unless such offering qualifies for an exemption from the Kyndryl Public Sale definition in this Section 2.2(a); provided, further that if Kyndryl files a Shelf Registration for its own account and/or for the account of any other Persons, Kyndryl agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by giving written notice Rule 430B under the Securities Act in order to ensure that the Company Holders may be added to such Shelf Registration at a later time through the filing of its request to withdrawa Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five two (52) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If At any time after the Closing Date, if the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Sponsor Holders, and such Piggyback Notice shall offer each such Holder the Sponsor Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Sponsor Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (ix) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw, prior to the applicable Registration Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of the related underwriting agreement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is an Underwritten Public Offering, then Section 3.6.2 hereof shall apply. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) an Excluded Registration or a Registration under pursuant to Section 3.1 or Section 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) three Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall be permitted to, and the Company shall, make such arrangements so that each such Holder may participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the related underwriting agreement or the effectiveness of the Registration Statement, as applicable.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; , or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.23.3(b), the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) 5 Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securitiesSecurities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 3.1 2.01 or 3.2; 2.02, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable (but in no event less than five ten (510) Business Days calendar days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Holders, and such Piggyback Notice notice shall offer each such Holder the Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holder Holders of any such notice; provided, however, provided that if at any time after giving written notice of its intention to register Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register Register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register Register or sell, shall be relieved of its obligation to register Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or salean Underwritten Shelf Takedown, shall be permitted to delay registering Registering or selling any Registrable Securities Securities, for the same period as the delay in registering Registering or selling such other securities. Any applicable If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its Registrable Securities in from a Piggyback Registration by giving written notice at any time prior to the Company effectiveness of its request to withdrawsuch Registration Statement.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Common Stock for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to this Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) 7 Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (iA) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, and (iiB) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesshares of Common Stock, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01. Any applicable Holder For the avoidance of doubt, no Registration effected under this Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If any offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If any offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to shares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Holders, in each case in connection with the public offering of such shares solely for cash and other than (x) a registration on Form S-8 relating solely to employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 145 under the Securities Act Act, or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (iz) a Registration under Section 3.1 registration on any registration form which does not permit secondary sales or 3.2; (ii) does not include substantially the same information as would be required to be included in a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration Statement covering the sale of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock planRegistrable Securities, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), then the Company shall give written prompt notice (a “Piggyback Notice”) of such proposed filing or Public Offering registration to each Holder holding Registrable Securities with a Market Value of no less than $10 million, and such Piggyback Notice notice shall offer each such Holder (or any Holder who is not participating in the proposed Registration Statement) the opportunity to register under such Registration Statement, or to sell include in such Public Offering, registration such number of Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”). Subject The notice required to be provided in this Section 2.2.1 to each Holder shall be provided pursuant to Section 3.3.25. Each Holder shall then have fifteen (15) days to request inclusion of Registrable Securities in the registration. If no request for inclusion from a Holder is received within the specified time, the Company such Holder shall include have no further right to participate in such Registration Statement or in such Public OfferingPiggyback Registration. If, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities undertake a registration and prior to the effective date closing of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell undertake or to delay the Registration or sale of such securitiesregistration, the Company shall may, at its election, give written notice of such determination to each applicable Holder the Selling Holders and, thereupon, (ix) in the case of a determination not to register or sellundertake such registration, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)terminated registration, and (iiy) in the case of a determination to delay Registration or salesuch registration, shall be permitted to delay registering or selling offering any Included Registrable Securities for the same period as the delay in registering or selling such other securitiesthe registration. Any applicable Selling Holder shall have the right to withdraw all or part of its such Selling Holder’s request for inclusion of its such Selling Holder’s Registrable Securities in a Piggyback Registration such offering by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.1 of this Agreement. The Company shall have no obligation under this Section 2.2 to make any offering of its request shares of Common Stock or to withdrawcomplete an offering of its shares of Common Stock that it proposes to make.

Participation. If At any time after the Closing Date, if the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Sponsor Holders, and such Piggyback Notice shall offer each such Holder Sponsor Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Sponsor Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder included therein and, thereupon, (ix) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw, prior to the applicable Registration Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of the related underwriting agreement.

Participation. If At any time after the Closing, if the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form F-4, Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive share plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (ix) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw, prior to the applicable Registration Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of the related underwriting agreement.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Class A Common Shares for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days 5 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) seven Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesClass A Common Shares, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01. Any applicable Holder For the avoidance of doubt. no Registration effected under this Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time following at or after the closing of the IPOEffectiveness Date, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons Persons, proposes to file a Registration Statement with respect to any offering of its equity securities or conduct an Underwritten Offering pursuant to an existing Registration Statement solely for cash (other than (i) a Registration or Shelf Take-Down under Section 3.1 2.01 or 3.22.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02, or otherwise limit the applicability thereof; (ii) a Registration Statement on Form F-4, Form S-4 or Form S-8 (or any such other similar successor form to such formsforms then in effect under the Securities Act); or (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its subsidiaries or to the Manager or employees or officers of the Manager Subsidiaries pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement; (iv) a Registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities; (v) a Registration Statement relating solely to dividend reinvestment or similar plans; (vi) a Registration in which the only securities being registered are Company Shares issuable upon conversion of debt securities which are also being registered; (vii) a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement) (each, a “Company Public Sale”), then, as soon as practicable (but in no event less than five ten (510) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statementany such Underwritten Offering, the anticipated pricing or trade date), the Company shall give deliver a written notice (a “Piggyback Notice”) of such proposed filing or Public Offering offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, Statement or to sell include in such Public Offering, offering such number of Registrable Securities as such Holder Holders may request in writing delivered to the Company within five (a “Piggyback Registration”)5) days after the date that such written notice has been delivered. Subject to Section 3.3.22.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, offering all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holder of any such noticea “Piggyback Registration”); provided, however, provided that if at any time after giving written notice of its intention to register or sell Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Piggyback Registration or the pricing or trade date of a Public Offering under a Shelf Registration Statementsuch offering, as applicable, the Company determines shall determine for any reason not to register Register or sell or to delay the Registration or sale offering of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each applicable Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register Register or sell any Registrable Securities in connection with such Registration or Public Offering offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii2) in the case of a determination to delay Registering or selling, in the absence of a request by any Holder to request that such Registration or salebe effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering or selling any Registrable Securities Securities, for the same period as the delay in registering Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. Any applicable Holder If the offering pursuant to such Registration Statement is to be underwritten, the Company shall have so advise the right to withdraw all or Holders as a part of its the written notice given pursuant to this Section 2.03(a), the Company shall make such arrangements with the managing underwriter or underwriters so that each Holder may participate in such Underwritten Offering, subject to the conditions of Section 2.03(b). If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for inclusion of its Registrable Securities in a Piggyback Registration by giving pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b). Each Holder shall keep confidential the fact that a Piggyback Registration is in effect, the written notice referred to above and its contents unless and until otherwise notified by the Company, except (i) disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the Company of its request to withdrawextent such matters are publicly disclosed by the Company.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementExcluded Registration), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; 3.2 or (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementExcluded Registration), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a any such Public Offering under a Shelf Registration StatementOffering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a such Public Offering under a Shelf Registration StatementOffering, the Company determines shall determine for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements so that each such Holder may participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less fewer than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall be permitted to, and the Company shall, make such arrangements so that each such Holder may participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Class A Shares for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days 5 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities (or Class B Shares convertible into Registrable Securities) as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.22.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) seven Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesClass A Shares, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01. Any applicable For the avoidance of doubt, no Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering, it being understood that, the Oria Class B Shareholders (considered together) and Bobsin Corp. (directly or through its Affiliates) shall have the right (but not the obligation) to withdraw all or part allocate the same number of its request for inclusion of its Registrable Securities in any such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration by giving written notice pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its request reasonable best efforts to withdrawinclude in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering public offering (under a Registration Statement that Investor is eligible to participate on) with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 F-4 or Form S-8 or any successor form to such forms; or , (iiiii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangementarrangement or (iii) an at-the-market offering pursuant to Rule 415(a)(4) under the 1933 Act), then, as soon as practicable (but in no event less than five ten (510) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering public offering under such a Shelf shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionthe Investor, and such Piggyback Notice shall offer each such Holder the Investor the opportunity to register under such Registration Statement, or to sell in such Public Offeringpublic offering, such number of Registrable Securities as such Holder the Investor may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the The Company shall include in such Registration Statement or in such Public Offering, public offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder the Investor of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering public offering under such a Shelf shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.Company

Participation. If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities Class A Shares for its own account or and/or for the account of any other Persons (other than a Registration (i) a Registration under Section 3.1 or 3.2; ‎Section 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-4 S-8 (or Form S-8 or any successor form to such forms; or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionHolder, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities (or Class B Shares convertible into Registrable Securities) as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2‎Section 2.02(a) and ‎Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) seven Business Days after the receipt by such Holder of any such notice; provided, however, that if if, at any time after giving written notice of its intention to register or sell Register any securities pursuant to this ‎Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable such Holder and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, and (ii) in the case of a determination to delay Registration or saleRegistration, shall be permitted to delay registering or selling Registering any Registrable Securities for the same period as the delay in registering or selling Registering such other securitiesClass A Shares, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under ‎Section 2.01. Any applicable Holder For the avoidance of doubt, no Registration effected under this ‎Section 2.02 shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to relieve the Company of its obligation to effect any Demand Registration under ‎Section 2.01. If the offering pursuant to a Registration Statement pursuant to this ‎Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to withdrawthis ‎Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this ‎Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If If, at any time following the 180th day after the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section Sections 3.1 or 3.2; , (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 millionall Holders, and such Piggyback Notice shall offer each such Holder the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is an Underwritten Public Offering, then Section 3.6.2 hereof shall apply. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. (A) If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons holders of its securities (other than (i1) a Registration registration under Section 3.1 2(a) or 3.2; 2(b) hereof, (ii2) a Registration registration on Form S-4 or Form S-8 or any successor form to such forms; or , (iii3) a Registration registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement)arrangement or (4) a registration of securities for the benefit of the holders pursuant to Section 6(e) of that certain registration rights agreement (the “Bric Registration Rights Agreement”) dated as of May 1, 2006 among the Company, Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (the “Bricoleur Parties”) but only for so long as there is not an effective registration statement covering the registrable securities of the Bricoleur Parties, then, as soon as practicable (but in no event less than five (5) Business Days 20 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all Holders of Registrable Securities with and (unless all such Registrable Securities are then registered pursuant to Section 2(a) or a Market Value of no less than $10 million, and Shelf Registration Statement under Section 2(b) is in effect) such Piggyback Notice notice shall offer each the Holders of such Holder Registrable Securities the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a an “Piggyback Incidental Registration”). Subject to Section 3.3.22(d)(ii), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that which are requested to be included therein within five (5) Business Days 10 days after the receipt by such Holder of any such notice; provided, however, that if . If at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each applicable Holder of Registrable Securities and, thereupon, (ix) in the case of a determination not to register or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)registration, and (iiy) in the case of a determination to delay Registration or saleregistering, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. (B) If the offering pursuant to an Incidental Registration is to be an underwritten offering, then each Holder making a request for its Registrable Securities to be included therein must, and the Company shall make such arrangements with the underwriters so that each such Holder may, participate in such underwritten offering on the same terms as the Company and other Persons selling securities in such underwritten offering. Any applicable If the offering pursuant to such registration is to be on any other basis, then each Holder making a request for an Incidental Registration pursuant to this Section 2(d) must participate in such offering on such basis. (C) Each Holder shall have the right be permitted to withdraw all or part of its request for inclusion of its such Holder’s Registrable Securities in a Piggyback from an Incidental Registration by giving written notice at any time prior to effectiveness of the Company of its request to withdrawRegistration Statement.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.1 2.1 or 3.2; 2.2, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a "Company Public Sale"), then, as soon as practicable (but in no event less than five (5) Business Days 45 days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all holders of Registrable Securities with a Market Value of no less than $10 millionSecurities, and such Piggyback Notice notice shall offer each the holders of such Holder Registrable Securities the opportunity to register Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder holder may request in writing (a “"Piggyback Registration”"). Subject to Section 3.3.22.3(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that which are requested to be included therein within five (5) Business Days 15 days after the receipt by such Holder holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each applicable Holder holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sellRegister, shall be relieved of its obligation to register or sell Register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.2, and (ii) in the case of a determination to delay Registration or saleRegistering, in the absence of a request for a Demand Registration, shall be permitted to delay registering or selling Registering any Registrable Securities Securities, for the same period as the delay in registering or selling Registering such other securities. Any applicable Holder shall have If the right offering pursuant to withdraw all or part of its such Registration Statement is to be underwritten, then each holder making a request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice pursuant to this Section 2.3(a) must, and the Company of its shall make such arrangements with the managing underwriter or underwriters so that each such holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each holder making a request to withdraw.for a Piggyback

Participation. (i) If at any time following on or after the closing of the IPOfirst Release Date, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons holders of its securities (or by the Company and by security holders of the Company, including, without limitation, pursuant to Section 2.02 hereof), other than (iA) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms; or (iii) a Registration registration of securities relating solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement), (B) a registration on Form S-4 or S-8 or any successor form to such forms, (C) an exchange offer or offering of securities solely to the Company’s existing shareholders, (D) an offering of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or (F) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then, as soon as practicable (but in no event less than five ten (510) Business Days business days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing to all holders of Registrable Securities, which notice shall describe the amount and class of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or Public Offering to each Holder holding Registrable Securities with a Market Value underwriters, if any, of no less than $10 millionthe offering, and such Piggyback Notice notice shall offer each the holders of such Holder Registrable Securities the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder holder may request in writing (a an “Piggyback Incidental Registration”). Subject to Section 3.3.22.03(b), the Company shall include in such Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days business days after the receipt by such Holder holder of any such notice; provided, however, that if on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statementregistration, the Company determines shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each applicable Holder holder of Registrable Securities and, thereupon, (ix) in the case of a determination not to register or sellregister, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)registration, and (iiy) in the case of a determination to delay Registration or saleregistering, shall be permitted to delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use its best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms and conditions as the Company and other Persons selling securities in such Underwritten Offering. Any applicable Holder If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an (iii) Each holder of Registrable Securities shall have the right be permitted to withdraw all or part of its request for inclusion of its such holder’s Registrable Securities in a Piggyback from an Incidental Registration by giving written notice to the Company of its request to withdraw.at any time;