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 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 Holders, and such Piggyback Notice shall offer each such the Holder 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 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 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 reasonably practicable, and any event less than within 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)Days, 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, Offering as applicable, applicable all such Registrable Securities that are requested to be included therein within five (5) Business 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 Sponsor 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 shall have the right to withdraw all or part of its making a request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice pursuant to this Section 2.03(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 for a Piggyback Registration pursuant to withdrawthis 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.

Participation. If the Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 3.3.23.3(b), the Company Corporation 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 Corporation determines for any reason not to register or sell or to delay the Registration or the sale of such securities, the Company Corporation 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 Corporation 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 withdraw.this 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

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 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 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 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 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 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. (1) If the Issuer 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 (iA) a Registration registration under Section 3.1 2.1 or 3.2; 2.2 hereof, (iiB) a Registration registration on Form S-4 or Form S-8 or any successor form to such forms; , or (iiiC) 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 Issuer 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 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 Issuer 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 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 3.3.22.3(b), the Company Issuer 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 20 days after the receipt by such Holder 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 Issuer shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall Issuer 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. (2) 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 Issuer shall make such arrangements with the underwriters so that each such holder may participate in such Underwritten Offering on the same terms as the Issuer 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 2.3(a) must participate in such offering on such basis. (3) 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 from an Incidental Registration at any time; provided however that, except in the case of a Piggyback Registration withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by giving written notice to the Company Issuer in connection with the registration of its request to withdrawthe Registrable Securities being withdrawn.

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 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 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 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 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 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 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 or 3.2; ‎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. 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 such Registration the 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; 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; 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 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 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 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 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 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 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 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 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 Registrable Securities with a Market Value of no less than $10 millionthe Sponsors, and such Piggyback Notice notice shall offer each Sponsors the opportunity to Register under such Registration Statement such number of Registrable Securities as such Sponsor may request in writing delivered to the Company within 10 days of delivery of such written notice by the Company (subject to the obligation of such Sponsor to obtain the prior written consent of the other Sponsor if the Restricted Period will not have expired at the time of the filing of the applicable Registration Statement with the SEC), and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than 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 Sponsors), 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 (a “Piggyback Registration”)within 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, 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 the Sponsors 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 Sponsors 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 registration statement 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; Section 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 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 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 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 Sponsors, and such Piggyback Notice notice shall offer each Sponsor the opportunity to Register under such Registration Statement such number of Registrable Securities as such Sponsor 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) days 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 Sponsors), 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 3.3.22.03(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 a “Piggyback Registration”); provided that the receipt by such Holder Company shall not include in any Piggyback Registration Registrable Securities of any Holder (other than a Sponsor) in an amount in excess of such noticeHolder’s Registration Eligible Shares; provided, however, provided further 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 the Sponsors 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 Sponsors 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 any 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) may, 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 any 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) may, 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 pricing of its the offering; 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 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 at any time following the closing of the IPO, the Company Vontier 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 Vontier 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 Vontier Common Stock being Registered is Vontier Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Vontier 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 Vontier 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 Vontier 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 Vontier shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Vontier 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 Vontier Common Stock. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part relieve Vontier 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 Vontier 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 Vontier shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Vontier’s filing of a Shelf Registration shall not be deemed to be a Vontier Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Vontier Common Stock for its own account and/or for the account of any other Persons will be a Vontier Public Sale unless such offering qualifies for an exemption from the Vontier Public Sale definition in this Section 2.2(a); provided, further that if Vontier files a Shelf Registration for its own account and/or for the account of any other Persons, Vontier 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 (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 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 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 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 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 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 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 Parties at any time following the closing of the IPO, the Company proposes propose to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity their 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 Parties 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 such Registration Statement), the Company Parties shall give written notice of such Registration Statement or, proposed filing to all holders of Registrable Securities that are equity securities in the case of a Company Public Offering under a Shelf Registration Statement, the anticipated pricing Sale of equity securities 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 that are debt securities in the case of a Market Value Company Public Sale of no less than $10 milliondebt securities, 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 Parties 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 Parties shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Parties may, at their 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 their 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 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 Parties 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 Parties will 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 of its request to withdraweffective date thereof.

Participation. (i) 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 (including securities convertible into equity securities) for its own account or for the account of any other Persons holders of its securities (other than (iA) a Registration registration under Section 3.1 2.1 or 3.2; 2.2 hereof, (iiB) a Registration registration on Form S-4 or Form S-8 N-14 or any successor form to such forms; form or (iiiC) pursuant to a Registration of securities solely relating to an offering and sale to employees or directors shelf registration under Rule 415 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 arrangementSecurities Act), 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 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 holder may request in writing (a an “Piggyback Incidental Registration”). Subject to this 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 . 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 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 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 2.3(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 at any time prior to the effective date thereof; provided, that the Company shall be entitled to reimbursement from the holder of its request to withdrawsuch withdrawn Registrable Securities for any SEC registration fees incurred by the Company in connection with the registration of such withdrawn Registrable Securities.

Participation. (i) If the Issuer 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 (iA) a Registration registration under Section 3.1 2.1 or 3.2; Section 2.2 hereof, (iiB) a Registration registration on Form S-4 or Form S-8 or any successor form to such forms; forms or (iiiC) 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 Issuer 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 20 days prior to the proposed date of filing such Registration Statement), the Issuer shall give written notice of such Registration Statement or, proposed filing to all holders of Registrable Securities that are equity securities (in the case of a Public Offering under a Shelf Registration Statementsale of equity securities, the anticipated pricing including securities convertible into equity securities) 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 that are debt securities (in the case of a Market Value sale of no less than $10 milliondebt securities), 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 or amount of Registrable Securities as each such Holder holder may request in writing (a “Piggyback an "Incidental Registration”"). Subject to Section 3.3.22.3(b), the Company Issuer 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 holder of any such notice; provided, however, that if . The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder's rights under this Section 2.3(a) with respect to such Incidental Registration. 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 Issuer shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall Issuer 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 Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer 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 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall have not be required to include any Registrable Securities in such Underwritten Offering unless the right participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw withdraw, by written notice to the Issuer, all or part of its request for inclusion of its such holder's Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a Piggyback Registration withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by giving written notice to the Company Issuer in connection with the registration of its request to withdrawsuch Registrable Securities.

Participation. If the Issuer 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; Section 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 Issuer pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (an “Issuer Public Sale”), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of public filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, provided that the anticipated pricing Issuer shall not be required to deliver such notice prior to a confidential submission or trade datenon-public filing of any registration statement with the SEC), the Company Issuer 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 Issuer 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 Holders 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 Issuer shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company Issuer 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 Investors 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 shall have the right to withdraw all or part of its making a request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice pursuant to this Section 2.03(a) and the Company of its Issuer 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 withdrawthis Section 2.03(a) and the Issuer shall make such arrangements so that each such Holder may, participate in such offering on such basis.

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 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. (i) If Arris HoldCo 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 (iA) a Registration registration under Section 3.1 2.1 or 3.2; Section 2.2 hereof, (iiB) a Registration registration on Form S-4 or Form S-8 or any successor form to such forms; , or (iiiC) 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 Arris HoldCo 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 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 Arris HoldCo 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 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 Registration”). Subject to Section 3.3.22.4(b), the Company Arris HoldCo 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 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 any securities and prior to the effective date of the Registration Statement filed in connection with such Registrationregistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines Arris HoldCo shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall Arris HoldCo 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. (ii) If the offering pursuant to a Piggyback Registration is to be an Underwritten Offering, then each Holder making a request for its Registrable Securities to be included therein must, and Arris HoldCo shall make such arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering on the same terms as Arris HoldCo 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 a Piggyback Registration pursuant to this Section 2.4(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 such Holder’s Registrable Securities from a Piggyback Registration at any time. For the avoidance of doubt, if a Holder decides not to include all of its Registrable Securities in a Piggyback Registration any registration statement thereafter filed by giving written notice Arris HoldCo, such Holder shall nevertheless continue to have the Company right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Arris HoldCo with respect to offerings of its request to withdrawsecurities, all upon the terms and conditions set forth herein.

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. (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 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 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 Subject to Section 2.2(b) hereof, if at any time following and from time to time after the closing of the IPOdate 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 any equity securities by the Company for its own account or for the account of any other Persons of its equity holders (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 (iiiii) 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), ) then, as soon as practicable (but in no event less than five (5) Business Days ten 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 dateunless notice has been given under Section 2.1(b)), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to each Holder holding all beneficial holders of Registrable Securities with a Market Value of no less than $10 millionSecurities, which notice may be the same as the Demand Notice given pursuant to Section 2.1(b) if applicable, and such Piggyback Notice notice shall offer each such Holder the 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 holder may request in writing (a “"Piggyback Registration”"). 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 within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder) to be included therein within five (5) Business Days after in the receipt by Registration for such Holder of any such noticeoffering pursuant to a Piggyback Registration; providedPROVIDED, howeverHOWEVER, 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 Statement, 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, (i) 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), without prejudice, however, to the rights of any holders of Registrable Securities entitled to do so to request that such Registration be effected as a Registration under Section 2.1, and (ii) in the case of a determination to delay Registration or saleregistering, 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 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 participate in such underwritten offering and shall have not be permitted to make any other offering in connection with such Registration. If the right 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 participate in such offering on such basis and shall not be permitted to make an underwritten offering in connection with such Registration. 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 of its request to withdraweffective date thereof.

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 (i) (i) At any time or from time to time prior to the six year anniversary of the Closing Date, if the Issuer 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 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 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 Issuer 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 reasonably possible (but in no event less than five twenty (520) 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 Issuer shall give written notice (a “Piggyback the "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 holder may request in writing (a “Piggyback Registration”)writing. Subject to Section 3.3.22.2(b), the Company Issuer 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 Issuer shall determine for any reason not to register or sell or to delay the Registration or sale registration of such securities, the Company shall Issuer may, at its election, give written notice of such determination to each applicable Holder 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. (ii) 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 Issuer shall make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering; provided, however, that no holder shall be required to make any representation or warranty, or provide an indemnity, other than with respect to authority to enter into the agreements in connection with such Underwritten Offering, its title to the Registrable Securities and with respect to any written information provided by the holder to the Issuer expressly for inclusion in the registration statement. 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 2.2(a) must participate in such offering on such basis. (iii) 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 by giving written notice to the Company of its request to withdrawat any time.

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 4.1 or 3.2; 4.2, (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 arrangementarrangement (an “Issuer 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 all the 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 Holders of 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 3.3.24.3(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 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 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 4.1, 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. 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 4.3(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 4.3(a) must, 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.

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 equity securities Spinco 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 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 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 Spinco shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Spinco 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 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 2.2(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 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 (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 at any time following the closing of the IPO, the Company Partnership 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 file, whether for its own account or for the account of any other Persons (other than Holders or any third parties: (i) a shelf registration statement (including a Shelf Registration under Statement contemplated by Section 3.1 or 3.2; 2.01), (ii) a prospectus supplement to an effective Registration on Form S-4 or Form S-8 or any successor form to such forms; Statement contemplated by Section 2.01, or (iii) a Registration of securities solely relating to an offering and sale to employees registration statement other than a shelf registration statement (other than a registration statement on Forms S-4 or directors of the Company S-8 or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plansuccessor forms thereto) (each, equity incentive plan or other employee benefit plan arrangementa “Piggyback Registration”), then, as soon as practicable (but in no event less than five (5) Business Days prior to then 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 Partnership shall give prompt written notice (a “Piggyback Notice”) of such proposed filing or Public Offering (including notice by electronic mail) to each Holder holding at least three percent (3%) of the then-outstanding Registrable Securities with a Market Value of no less than $10 millionregarding such proposed registration, and such Piggyback Notice notice shall offer each such Holder Holders the opportunity to register under such Registration Statement, or to sell include in such Public Offering, Piggyback Registration such number of Registrable Securities as each such Holder may request. Each Piggyback Notice shall specify, at a minimum, the number of Registrable Securities proposed to be registered, the proposed date of filing of such Piggyback Registration with the Commission, the proposed means of distribution, the proposed Managing Underwriter or underwriters (if any and if known) and a good faith estimate by the Partnership of the proposed minimum offering price of such Registrable Securities. Each such Holder shall make such request in writing to the Partnership (a “including by electronic mail) within 5 business days (or one business day in connection with any overnight or bought Underwritten Offering) after the receipt of any such Piggyback Registration”). Subject Notice, which request shall specify the number of Registrable Securities intended to Section 3.3.2be disposed of by such Holder and, subject to the terms and conditions of this Agreement, the Company Partnership shall include in such Registration Statement or in such Public Offering, as applicable, use its commercially reasonable efforts to cause all such Registrable Securities that are requested held by such Holders to be included therein within five in such Piggyback Registration; provided that: (5i) Business Days after the receipt by such Holder of any such notice; providedif, 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 Partnership shall determine for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall Partnership may, at its election, give written notice of such determination within 5 business days thereof to each applicable Holder and, thereupon, (i) in the case of a determination shall not be obligated 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 registration (but not from its obligation to shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders that a registration be effected under Section 2.01 or Section 2.02; and (ii) subject to Section 2.02(d), if in connection with a Piggyback Registration, the Managing Underwriter of such registration (or, in the case of an offering that is not an Underwritten Offering, a nationally recognized investment banking firm) shall advise the Partnership that, in its reasonable opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without an Adverse Effect, then in the case of any Piggyback Registration, the Partnership shall include in such registration the following securities which the Partnership is so advised can be sold in such offering without such Adverse Effect, (A) if the Piggyback Registration relates to an offering for the Partnership’s own account, then (i) first, the securities the Partnership proposes to sell and (ii) in second, subject to Section 2.12, the case of a determination to delay Registration or sale, shall be permitted to delay registering or selling any Registrable Securities for requested to be included in such registration, pro rata among the same period as Holders of such Registrable Securities; or (B) if the delay in registering or selling such other securities. Any applicable Holder shall have Piggyback Registration relates to an offering initiated by Requesting Holders, then (i) first, the right to withdraw all or part of its request for inclusion of its Registrable Securities requested to be included therein by the Requesting Holders requesting such registration and the Registrable Securities requested to be included in such registration pursuant to a Piggyback Notice, pro rata among the Holders of such Registrable Securities, and (ii) second, any other securities requested to be included in such registration; or (C) if the Piggyback Registration relates to an offering by giving written notice a third party or parties holding registration rights other than the Holders, then (i) first, the securities requested to be included therein by the Company of its request third party or parties requesting such registration, and (ii) second, any other securities requested to withdrawbe included in such registration, including the Registrable Securities requested to be included in such registration pursuant to a Piggyback Notice, pro rata among the Holders.

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 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 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 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 pursuant to (i) a Registration Statement filed under Section 3.1 2.01 or 3.2; Section 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02 or otherwise limit the applicability thereof, except as otherwise provided herein, (ii) a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms; or S-8, (iii) a Registration of securities solely (a) 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 arrangementarrangement or (b) solely for the sale of securities, the proceeds of which will be used solely to fund an acquisition, (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 debt securities and sell the Company Shares into which such debt securities may be converted or exchanged) (any such offering, other than pursuant to a Registration described in the foregoing clauses (i)-(vi), a “Company Public Sale”), then, (A) 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 millionall 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 delivered to the Company within five (5) Business Days of delivery of such written notice by the Company. Subject to Section 2.03(b), the Company shall use reasonable best efforts to include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (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 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) and (ii2) 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 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). 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). 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 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 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 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 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, 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 Filtration 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 Filtration 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 Filtration Common Stock being Registered is Filtration Common Stock issuable upon conversion of debt securities) (a “Filtration 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 Filtration 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 Filtration 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 Filtration shall determine for any reason not to register or sell Register or to delay the Registration or sale of such securities, the Company shall Filtration 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 Filtration Common Stock. Any applicable Holder No Registration effected under this Section 2.2 shall have the right to withdraw all or part relieve Filtration 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 Filtration 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 Filtration shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Filtration’s filing of a Shelf Registration shall not be deemed to be a Filtration Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Filtration Common Stock for its own account and/or for the account of any other Persons will be a Filtration Public Sale unless such offering qualifies for an exemption from the Filtration Public Sale definition in this Section 2.2(a); provided, further that if Filtration files a Shelf Registration for its own account and/or for the account of any other Persons, Filtration 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 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 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) 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 (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 its IPO proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of B▇▇▇ Capital under the Securities Act Act, or to otherwise 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 Person (other than (i) a Registration under Section 3.1 or 3.2; Section 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 the Registration Statement in respect of such offering 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 any such Registration Statement, or to sell include 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) 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 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 (including pursuant to Section 3.2.8(c)) 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. If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by B▇▇▇ Capital.

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 Equity Securities for its own account or for the account of any other Persons holders (other than (i) a Registration under Section 3.1 or 3.2; 2.1 hereof, (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, or (iv) a Registration of securities issued solely in an acquisition or business combination) (a "Company Public Sale"), then, 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 all holders of Registrable Securities with a Market Value of no less than $10 million, and (unless all such Piggyback Notice Registrable Securities are then registered pursuant to Section 2.1) such 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 “"Piggyback Registration”"). 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 to be included therein within five fifteen (515) Business Days after the receipt by such Holder the holder of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such holder) to be included in the Registration for such offering pursuant to a Piggyback Registration; 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 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, (i) 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), 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 and 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 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 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) must participate in such offering on such basis. 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 from a Piggyback Registration by giving written notice at any time prior to the effective date thereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1, nor shall any such registration hereunder be deemed to withdrawhave been effected pursuant to Section 2.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2.

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 the Company at any time following after the closing of the IPO, the Company date hereof proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering offering, including the Initial Public Offering, of its equity securities for its own account or for the account of any other Persons (other than (i) a 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 arrangement, a dividend reinvestment plan, or a merger or consolidation) (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 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 3.3.2‎Section 5.03(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 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 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 Demand Rightholders to request that such Registration be effected as a Demand Registration under ‎Section 5.01, 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 Holder 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 5.03(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 5.03(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 by giving written notice at any time prior to the Company effectiveness of its request to withdrawthe applicable Registration Statement.