Common use of Participation Clause in Contracts

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 after the receipt by such Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 an Underwritten Shelf Takedown, 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. 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.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 Statement under Section 2.01 or 2.022 (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 S-4 or S-8 or any successor form to such Forms or forms, (iii) a Registration registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement, or (iv) (a “registration in connection with a direct or indirect acquisition by the Company Public Sale”or one of its Subsidiaries of another Person or a similar business combination transaction, however structured), ) then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business Dayscalendar days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(b4(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 Holders of any such notice; provided 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 such Public Offeringregistration, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale of such securitiesregistration, the Company shall give written notice of such determination to each Holder and, thereupon, (iA) in the case of a determination not to Register or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holders to request that such Registration registration be effected as a Demand Registration under (subject to the provisions governing withdrawal set forth in Section 2.01 or an Underwritten Shelf Takedown, as the case may be2(b)), and (iiB) in the case of a determination to delay Registering or sellingregistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. If the offering pursuant to ; provided, that if such Registration Statement or registration involves an underwritten Public Offering is Offering, all such Holders requesting to be underwrittenincluded in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or the Holder requesting such registration, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustas applicable, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, 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.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock 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 reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 Demand Rights Holders to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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 be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays 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 the HoldersPurchaser, and such notice Piggyback Notice shall offer the Holders Purchaser 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 Purchaser may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five seven (57) Business Days after the receipt by such Holders from Purchaser of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder Purchaser 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 Purchaser to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Purchaser shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. If the Company If, at any time following the Initial Public Offering, the Company proposes to file a Registration Statement under the Securities Act 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 registration incidental to an issuance of debt securities under Section 2.01 or 2.02Rule 144A, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (arrangement or a “Company Public Sale”dividend reinvestment plan), then, as soon as reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersStockholders, and such notice shall offer the Holders Stockholders 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 Stockholder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4.03(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 Holders Stockholders of any such noticenotice (or ten (10) Business Days in the case of a Shelf Notice); provided 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 such Public Offering, the Company shall shall, in its reasonable judgment, determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 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 be4.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 Subject to Section 4.03(b), if the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder Stockholder making a request for a Piggyback Registration pursuant to this Section 2.03(a4.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder Stockholder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder Stockholder making a request for a Piggyback Registration pursuant to this Section 2.03(a4.03(a) must, and the Company shall make such arrangements so that each such Holder Stockholder may, participate in such offering on such basis. Each Stockholder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement by providing a written notice prior to the filing of a preliminary Prospectus that will be used to begin any “road show” to market the Registrable Securities.

Participation. If Subject to the terms of this Agreement, if the Company at any time proposes to file register for its own account any of its equity securities in connection with a public offering of such securities, or if any registration of equity securities is requested pursuant to the Convertible Notes Registration Statement Rights or by other current or future investors in the Company, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) Business Days prior to filing any registration statement under the Securities Act with respect to any for purposes of effecting a public 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 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant (including, but not limited to, registration statements relating to any primary or secondary offering of securities of the Company, but excluding registration statements relating to any registration under Section 1.2 or Section 1.4 of this Agreement or to any employee stock benefit plan or other employee benefit plan arrangement) (a “Company Public Sale”corporate reorganization), thenand shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within ten (10) Business Days after receipt of the above described notice from the Company, as soon as reasonably practicableso notify the Company in writing, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and in such notice shall offer inform the Holders Company of 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 wishes to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable registration statement. If a Holder decides not to include all such of its Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt in any registration statement thereafter filed by such Holders of any such notice; provided 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 such Public Offering, the Company or any subsequent investors, such Holder shall determine for any reason not nevertheless continue to Register or sell or have the right to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with such Registration or Public Offering (but not from respect to offerings of its obligation to pay securities, all upon the Registration Expenses in connection therewith), without prejudice, however, to the rights terms and conditions set forth herein. No shareholder 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 an Underwritten Shelf Takedown, 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. 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 hereafter be granted piggyback registration rights that are superior to those of the managing underwriter Holders without prior written consent of Holders who hold or underwriters so that each such Holder may, participate in such Underwritten Offering. If would upon conversion of the offering pursuant to such Registration Statement is to be on any other basis, Convertible Securities hold Registrable Securities representing at least sixty percent (60%) of the number of shares of Registrable Securities 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 basisoutstanding.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays 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 the Holdersall Investors, and such notice Piggyback Notice shall offer the Holders Investors the opportunity to Register 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 each such Holder Investor may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public 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 Holders Investor of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder Investor 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 any Investors entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Investor shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a 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 pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.02hereof, (ii) pursuant to a Registration Statement on Form S -4 S-8 (or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (a “Company Public Sale”iii) in connection with any dividend reinvestment or similar plan or (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 reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 5 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to 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 2.03(b2.02(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 Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each 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 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, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other Class A Shares, in each case without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown2.01. For the avoidance of doubt, as no Registration effected under this Section 2.02 shall relieve the case may be, and (ii) in the case Company of a determination its obligation to delay Registering or selling, in the absence of a request for a effect any Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securitiesunder Section 2.01. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate 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(a2.02(a) mustshall, and the Company shall make such 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 Subject to Section 3(b) below, if at any time from and after the date hereof, the Company proposes to file or files a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)same type as the Registrable Shares, then, as soon promptly as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, each Holder and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell include in such Public Offering, registration such number of Registrable Securities Shares as each such Holder may request in writing (a “"Piggyback Registration”"). Subject to Section 2.03(b), the The Company shall include in such Registration Statement or in all Registrable Shares requested within 20 days after the receipt of any such Public Offering as applicable all notice (which request shall specify the Registrable Shares intended to be disposed of by such Registrable Securities that are requested Holder) to be included therein within five (5) Business Days after in the receipt 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 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 represent and warrant to, or to indemnify, 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 included in the Registration Statement pursuant to SEC rules and regulations. Each Holder of Registrable Shares shall be permitted to withdraw all or part of such notice; provided that if Holder's Registrable Shares from a Piggyback Registration 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 an Underwritten Shelf Takedown, 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. 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 basisthereof.

Participation. (i) If the Company at any time on or after the first Release Date, the Company proposes to file a Registration Statement under the Securities Act 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 conduct a Public Offering (Section 2.02 hereof), other than (iA) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock 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 “Company Public Sale”)dividend reinvestment plan, or (F) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business Daysbusiness days prior to the proposed date of filing such Registration Statement), the Company shall give written 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 underwriters, if any, of the Holdersoffering, and such notice shall offer the Holders holders of such Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder holder may request in writing (a an “Piggyback Incidental Registration”). Subject to Section 2.03(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 Holders holder of any such notice; provided 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 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 such Public Offeringregistration, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each 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 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 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 beregistration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, 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 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.

Participation. If Subject to the terms and conditions hereof, whenever the Company at any time (i) proposes to file a Registration Statement register its Common Stock under the Securities Act 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 others (other than a registration by the Company (ix) on a Registration under Section 2.01 or 2.02, (ii) a Registration registration statement on Form S -4 or S-8 S-4 (or any successor form to such Forms thereto) or otherwise 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, (iiiy) on a Registration of securities registration statement on Form S-8 (or any successor form thereto) or otherwise solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangementarrangement or (z) pursuant to Section 2 hereof) or (ii) proposes to effect an Underwritten Offering of its Common Stock pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 2 hereof) (a “Company Public Sale”)each, then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 after the receipt by such Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give the Stockholder prompt written notice thereof (but not less than five Business Days prior to the filing by the Company with the SEC of such determination registration statement or launch of such Underwritten Offering; provided, that for any Block Trade Offering, two Business Days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify the number of shares of Common Stock proposed to each Holder andbe included in such registration statement or Underwritten Offering, thereuponthe proposed date of filing of such registration statement with the SEC or launch of such Underwritten Offering, the proposed means of distribution and the proposed managing underwriter or underwriters (iif any and if known). Upon the written request of the Stockholder, given within (A) one Business Day, in the case of a determination not to Register any Block Trade Offering, or sell(B) three Business Days, 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 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 any other registration or offering, after such Piggyback Notice is received by the Stockholder (which written request shall specify the number of Registrable Common Stock then presently intended to delay Registering or sellingbe disposed of by the Stockholder), in the absence Company, subject to the terms and conditions of a this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Common Stock held by the Stockholder with respect to which the Company has received such written request for a Demand inclusion to be included in such Piggyback Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for on the same period terms and conditions 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 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate Company’s Common Stock being sold 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 basisRegistration.

Participation. If Subject to the limitations set forth in Section 2.01, if the Company at any time proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 2.01, 2.02 or 2.022.03, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(b2.07(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 Holders of any such notice; provided that if at any time after giving written notice of its intention to 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 Brookfield, the Sponsor 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 Shelf TakedownOffering, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a Demand Request or a request for with respect to a Demand Registration or an Underwritten Shelf TakedownOffering, 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. 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.

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 2.01 3.1 or 2.02, 3.2; (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 reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays 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 the Holderseach (i) Holder holding Registrable Securities with a Market Value of no less than $25 million and (ii) Angel Oak Investor, and such notice Piggyback Notice shall offer the Holders each such Holder 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 2.03(b)3.3.2, 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 an Underwritten Shelf Takedownsale, 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. If Any applicable Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. If the Company Subject to Section 2.2(b) hereof, if at any time proposes and from time to file time after the date hereof, the Company files a Registration Statement under the Securities Act 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 or to conduct a Public Offering of its equity holders (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration registration on Form S -4 S-4 or S-8 or any successor form to such 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten days prior to the proposed date of filing such Registration Statement, and any event within five (5) Business Daysunless notice has been given under Section 2.1(b)), the Company shall give written notice of such proposed filing or Public Offering to all beneficial holders of Registrable Securities, which notice may be the Holderssame as the Demand Notice given pursuant to Section 2.1(b) if applicable, and such notice shall offer the Holders holders of Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder holder may request in writing (a “"Piggyback Registration”"). Subject to Section 2.03(b2.2(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 Holders of any such noticeoffering pursuant to a Piggyback Registration; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each Holder holder of Registrable Securities and, thereupon, (i) in the case of a determination not to Register or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any holders of Registrable Securities entitled to do so to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, 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. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, must participate in such Underwritten Offeringunderwritten offering and shall not be permitted to make any other offering in connection with such Registration. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) must, and the Company shall make such arrangements so that each such Holder may, must participate in such offering on such basisbasis 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 such holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

Participation. If the Company at any time Filtration proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 or (vi) in which the only Filtration Common Stock being Registered is Filtration Common Stock issuable upon conversion of debt securities) (a “Company Filtration Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Filtration shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company Filtration shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Filtration may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Filtration Common Stock. No Registration effected under this Section 2.2 shall relieve Filtration of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Filtration shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company Filtration shall make such 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 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 after the Closing Date, if the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays 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 the all Sponsor Holders, and such notice Piggyback Notice shall offer the such Sponsor 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 Sponsor Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder included therein and, thereupon, (ix) 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time 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) an Excluded Registration or a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan Section 3.1 or other employee benefit plan arrangement) (a “Company Public Sale”3.2), then, as soon as reasonably practicablepracticable (but in no event less than ten Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall be permitted to, and the Company shall shall, make such arrangements so that each such Holder may, may participate in such offering on such basis. Any 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 proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten (10) calendar days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing date), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 calendar days after the receipt by such Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 the Sponsor 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 an Underwritten Shelf Takedown, 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. 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 be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than forty-five (545) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 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 be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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 be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If At any time after the Closing Date, if the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays 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 the all Sponsor Holders, and such notice Piggyback Notice shall offer the Sponsor 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 Sponsor Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder and, thereupon, (ix) 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. (i) If the Company Issuer at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any holders (other Persons or to conduct a Public Offering than LGE)of its equity securities (other than (iA) a Registration registration under Section 2.01 or 2.022.1 hereof, (iiB) a Registration registration on Form S -4 X-0, X-0 or 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 Issuer pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 45 days prior to the proposed date of filing such Registration Statement), the Company Issuer shall give written notice of such proposed filing or Public Offering to the HoldersPhilips, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder Philips may request in writing (a “Piggyback Registration”). To the extent known at the time, such notice shall specify the underwriters, the terms of the underwriting arrangement, the method of distribution, the timetable and a good faith estimate of the maximum offering price. Subject to Section 2.03(b2.2(b), if the Company Issuer is filing a Registration Statement with respect to any offering of its equity securities for its own account, the 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 30 days after the receipt by such Holders Philips of any such notice; provided that . Subject to Section 2.2(b), if the Issuer is filing a Registration Statement with respect to any offering of its equity securities for the account of any holder of its equity securities, the Issuer shall, after receiving the consent of such holder of its equity securities, include in such Registration Statement all such Registrable Securities which are requested to be included therein within 30 days after the receipt by Philips of any such notice. 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 such Public Offeringregistration, the Company Issuer shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company Issuer shall give written notice of such determination to each Holder Philips and, thereupon, (ix) in the case of a determination not to Register or sellregister, shall be relieved of its obligation pursuant to Register or sell this Section 2.2 to 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 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 beregistration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, 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 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.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b3.3(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) 5 Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all 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 part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. If the Company at any time ESAB proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities ESAB Common Stock for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 or (vi) in which the only ESAB Common Stock being Registered is ESAB Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Company ESAB Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company ESAB shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(a) and Section 2.2(c), the Company ESAB 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 Holders of any such notice; provided 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 such Public Offering, the Company ESAB shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall ESAB may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of ESAB Common Stock. No Registration effected under this Section 2.2 shall relieve ESAB of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company ESAB shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company ESAB shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. ESAB’s filing of a Shelf Registration shall not be deemed to be a ESAB Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of ESAB Common Stock for its own account and/or for the account of any other Persons will be a ESAB Public Sale unless such offering qualifies for an exemption from the ESAB Public Sale definition in this Section 2.2(a); provided, further that if ESAB files a Shelf Registration for its own account and/or for the account of any other Persons, ESAB 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 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 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 xxxxxxx” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time Envista proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Envista Common Stock for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 or (vi) in which the only Envista Common Stock being Registered is Envista Common Stock issuable upon conversion of debt securities that are also being Registered) (a an “Company Envista Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Envista shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(a) and Section 2.2(c), the Company Envista 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 Holders of any such notice; provided 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 such Public Offering, the Company Envista shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Envista may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Envista Common Stock. No Registration effected under this Section 2.2 shall relieve Envista of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Envista shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company Envista shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Envista’s filing of a Shelf Registration shall not be deemed to be an Envista Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Envista Common Stock for its own account and/or for the account of any other Persons will be an Envista Public Sale unless such offering qualifies for an exemption from the Envista Public Sale definition in this Section 2.2(a); provided, further that if Envista files a Shelf Registration for its own account and/or for the account of any other Persons, Envista 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 proposes to file a Registration Statement under the Securities Act 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 2.01 2.1 or 2.022.2, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than forty-five (545) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the TPG Holders, and such notice shall offer the TPG 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 2.03(b2.3(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 Holders of any such noticenotice is delivered; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 any Holders entitled to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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(a2.3(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 2.03(a2.3(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 be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five two (52) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 xxxxxxx” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time 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 2.01 or 2.023.2 of which the Holder has received a Shelf Registration Notice pursuant to Section 3.2.2, (ii) a Registration on Form S -4 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 pursuant to any employee stock plan or other employee benefit plan arrangementarrangement or (iv) (pursuant to a “Company Public Sale”rights offering), then, as soon as reasonably practicable, and any practicable (but in no event within five less than two (52) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 xxxxxxx” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. (i) If the Company Issuer at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any holders (other Persons or to conduct a Public Offering than Philips)of its equity securities (other than (iA) a Registration registration under Section 2.01 or 2.022.1 hereof, (iiB) a Registration registration on Form S -4 X-0, X-0 or 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 Issuer pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 45 days prior to the proposed date of filing such Registration Statement), the Company Issuer shall give written notice of such proposed filing or Public Offering to the HoldersLGE, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder LGE may request in writing (a “Piggyback Registration”). To the extent known at the time, such notice shall specify the underwriters, the terms of the underwriting arrangement, the method of distribution, the timetable and a good faith estimate of the maximum offering price. Subject to Section 2.03(b2.2(b), if the Company Issuer is filing a Registration Statement with respect to any offering of its equity securities for its own account, the 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 30 days after the receipt by such Holders LGE of any such notice; provided that . Subject to Section 2.2(b), if the Issuer is filing a Registration Statement with respect to any offering of its equity securities for the account of any holder of its equity securities, the Issuer shall, after receiving the consent of such holder of its equity securities, include in such Registration Statement all such Registrable Securities which are requested to be included therein within 30 days after the receipt by LGE of any such notice. 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 such Public Offeringregistration, the Company Issuer shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company Issuer shall give written notice of such determination to each Holder LGE and, thereupon, (ix) in the case of a determination not to Register or sellregister, shall be relieved of its obligation pursuant to Register or sell this Section 2.2 to 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 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 beregistration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, 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 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.

Participation. If At any time after the Closing, if the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 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 pursuant to any employee stock share plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder and, thereupon, (ix) 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company Issuer at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or Section 2.02, (ii) a Registration on Form S -4 S-4 or 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 Issuer pursuant to any employee stock plan or other employee benefit plan arrangement) (a an “Company Issuer Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of public filing of such Registration Statement, provided that the Issuer shall not be required to deliver such notice prior to a confidential submission or non-public filing of any registration statement with the SEC), the Company Issuer shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 Holders of any such notice; provided provided, 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 such Public Offering, the Company Issuer shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company Issuer shall give written notice of such determination to each 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 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 Investors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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 Issuer shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, 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 Issuer shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.02hereof, (ii) pursuant to a Registration Statement on Form S -4 S-8 (or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a “Company Public Sale”Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan or (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to 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 2.03(b2.02(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 Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each 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 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 the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Common Stock. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate 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(a2.02(a) mustshall, and the Company shall make such 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 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 2.01 Sections 3.1 or 2.023.2 of this Agreement, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business DaysDays 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five twenty (520) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination by the Company to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw, without obligations to any other Holder, all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant 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 2.03(a) must3.3.1 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 Company shall make such arrangements with the managing underwriter or shares otherwise being sold through underwriters so that each such Holder may, participate in under 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 basisShelf Takedown or registration.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(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 Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 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 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 be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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 be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time Kyndryl proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 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 “Company Kyndryl Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Kyndryl shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company Kyndryl shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Kyndryl may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Kyndryl Common Stock. No Registration effected under this Section 2.2 shall relieve Kyndryl of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Kyndryl shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company Kyndryl shall make such 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 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 Parties at any time proposes propose to file a Registration Statement under the Securities Act with respect to any offering of its equity their 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 2.01 2.1 or 2.022.2, (ii) a Registration on Form S -4 S-4 or 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 Parties pursuant to any employee stock plan or other employee benefit plan arrangement) (a “"Company Public Sale”"), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 45 days prior to the proposed date of filing such Registration Statement), the Company Parties shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities in the case of a Company Public Sale of equity securities or Registrable Securities that are debt securities in the case of a Company Public Offering to the HoldersSale of debt securities, and such notice shall offer the Holders holders of such Registrable Securities 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 holder may request in writing (a “"Piggyback Registration”"). Subject to Section 2.03(b2.3(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 Holders holder of any such notice; provided 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 such Public Offering, the Company Parties shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Parties may, at their election, give written notice of such determination to each 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 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 any holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.2, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.3(a) must, and the Company Parties shall make such arrangements with the managing underwriter or underwriters so that each such Holder 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 holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.3(a) must, and the Company shall Parties will make such arrangements so that each such Holder holder may, participate in such offering on such basis. Each holder of Registrable Securities shall be permitted to withdraw all or part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

Participation. If the Company at any time 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 with respect to any offering of its equity securities for its own account Act, or for the account of any other Persons or to conduct a Public Offering (other than (iz) a Registration under Section 2.01 registration on any registration form which does not permit secondary sales or 2.02, (ii) does not include substantially the same information as would be required to be included in a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)Registrable Securities, then, as soon as reasonably practicable, and any event within five (5) Business Days, then the Company shall give written prompt notice of such proposed filing or Public Offering registration to the Holders, each Holder and such notice shall offer each Holder (or any Holder who is not participating in the Holders 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 each 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 2.03(b)5. 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 Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders of any such notice; provided that if Piggyback Registration. 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 of the Registration Statement filed in connection with such Registration, or the pricing or trade date closing of such Public Offeringregistration, the Company shall determine for any reason not to Register or sell undertake or to delay Registration or sale of such securitiesregistration, the Company shall may, at its election, give written notice of such determination to each 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), 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 beterminated registration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownsuch registration, shall be permitted to delay Registering or selling offering any Included Registrable Securities, Securities for the same period as the delay in Registering or selling the registration. Any Selling Holder shall have the right to withdraw such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a Selling Holder’s request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make inclusion of 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 Selling Holder’s Registrable Securities in such offering on by giving written notice to the Company of such basiswithdrawal 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 shares of Common Stock or to complete an offering of its shares of Common Stock that it proposes to make.

Participation. If the Company at any time Zoetis proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 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 “Company Zoetis Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Zoetis shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company Zoetis shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Zoetis may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Zoetis Common Stock. No Registration effected under this Section 2.2 shall relieve Zoetis of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Zoetis shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company Zoetis shall make such 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 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 proposes to file a Registration Statement under the Securities Act 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 2.01 4.1 or 2.024.2, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) arrangement (a an “Company Issuer Public Sale”)), then, as soon as reasonably practicable, and any practicable (but in no event within five less than fifteen (515) Business Daysdays prior to the proposed date of filing such Registration Statement), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all the HoldersHolders of Registrable Securities, and such notice shall offer the Holders of Registrable Securities 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 2.03(b4.3(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 Holders Holder of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 the Sponsor any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be4.1, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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(a4.3(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 2.03(a4.3(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 after the Closing Date, if the Company at any time 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 2.01 or 2.02, (ii) a Registration on Form S -4 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (), including a “Company Public Sale”)Registration under Section 3.1 or 3.2 hereof, then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays 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 the all Holders, and such notice Piggyback Notice shall offer the such 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder included therein and, thereupon, (ix) 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all 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 part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. If At any time after the Closing Date, if the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays 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 the all Major Holders, and such notice Piggyback Notice shall offer the all Major 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 Major Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five seven (57) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 Holder included therein and, thereupon, (ix) 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time Elanco proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 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) (a an “Company Elanco Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Elanco shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company Elanco shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Elanco may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Elanco Common Stock. No Registration effected under this Section 2.2 shall relieve Elanco of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Elanco shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company Elanco shall make such 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 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 (i) (i) At any time or from time to time prior to the Company six year anniversary of the Closing Date, if the Issuer at any time proposes to file a Registration Statement under the Securities Act 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 stockholder who holds its securities (other than (iA) a Registration under Section 2.01 or 2.02, (ii) a Registration registration on Form S -4 S-4 or S-8 or any successor form to such Forms or forms, (iiiB) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company Issuer pursuant to any employee stock plan or other employee benefit plan arrangementarrangement or (C) (a “Company Public Sale”), registration of non-convertible debt securities) then, as soon expeditiously as reasonably practicable, and any possible (but in no event within five less than twenty (520) Business Daysdays prior to the proposed date of filing such Registration Statement), the Company Issuer shall give written notice (the "Incidental Registration Notice") of such proposed filing or Public Offering to the Holdersall holders of Registrable Securities, and such notice shall offer the Holders holders of such Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder holder may request in writing (a “Piggyback Registration”)writing. Subject to Section 2.03(b2.2(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 Holders of any such notice; provided that if holders. 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 such Public Offeringregistration, the Company Issuer shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall Issuer may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case holder 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 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 an Underwritten Shelf Takedown, 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. 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.and,

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangementissuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than fifteen (515) Business Daysdays prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiessecurities of the Company. No Registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company shall make such 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 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company 3.6.2 hereof shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringapply. 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 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 proposes to file a Registration Statement under the Securities Act 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 Statement under Section 2.01 or 2.02‎Section 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 S-4 or S-8 or any successor form to such Forms or forms, (iii) a Registration registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement, or (iv) (a “registration in connection with a direct or indirect acquisition by the Company Public Sale”or one of its Subsidiaries of another Person or a similar business combination transaction, however structured), ) then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business Dayscalendar days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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 2.03(b‎Section 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 Holders of any such notice; provided 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 such Public Offeringregistration, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale of such securitiesregistration, the Company shall give written notice of such determination to each Holder and, thereupon, (iA) in the case of a determination not to Register or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holders to request that such Registration registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as (subject to the case may beprovisions governing withdrawal set forth in ‎Section 2(b)‎), and (iiB) in the case of a determination to delay Registering or sellingregistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. If the offering pursuant to ; provided, that if such Registration Statement or registration involves an underwritten Public Offering is Offering, all such Holders requesting to be underwrittenincluded in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in ‎ ‎Section 7(j) on the same terms and conditions as apply to the Company or the Holder requesting such registration, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustas applicable, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, 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.

Participation. If the Company at any time 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 2.01 Sections 3.1, 3.2 or 2.023.3, (ii) a Registration on Form S -4 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.4.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five two (52) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.2 or an Underwritten Shelf TakedownTakedown under Section 3.3, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering 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 2.03(a) must3.4.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.4.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 xxxxxxx” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time proposes to file a Registration Statement register any of its securities under the Securities Act with respect to any offering of its equity securities Act, whether for its own account or for the account of any other Persons or to conduct a Public Offering Person (other than (i) a Demand Registration under Section 2.01 4.1(a) or 2.02, (ii) a Registration registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) Forms), (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Dayspracticable after the Company’s determination to undertake such registration, the Company shall give written notice of such proposed filing or Public Offering to each Holder and each Holder shall have the Holders, and such notice shall offer the Holders the opportunity right to Register under such Registration Statement, or to sell include in such Public Offering, registration such number (subject to Section 4.3(b)) of such Holder’s Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4.3(b), the Company shall include in such Piggyback 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 Holders the applicable Holder holding Registrable Securities of any such notice; provided that provided, however, if at any time after giving written notice of its the Company’s intention to Register or sell register any securities and prior to the effective date Effective Date of the applicable Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public OfferingStatement, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall give written notice of such determination to each Holder holding Registrable Securities who requested Registrable Securities to be included on such Registration Statement and, thereupon, (i) in the case of a determination not to Register or sellregister, the Company shall be relieved of its obligation to Register or sell register any of such Holders’ Registrable Securities in connection with such Registration or Company Public Offering Sale (but not from its obligation to pay the Registration Expenses (as defined below) in connection therewith), without prejudice, however, to the rights of the Sponsor each Holder to request that cause such Registration registration to be effected as a Demand Registration registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be4.1(a), and (ii) in the case of a determination to delay Registering or sellingsuch registration, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, Company shall be permitted to delay Registering or selling any the registration of such Registrable Securities, Securities for the same period as the delay in Registering or selling registering such other securities. If the offering pursuant to such Piggyback Registration Statement or Public Offering is to be underwrittenUnderwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) the Holders requesting inclusion therein must, and the Company shall make such arrangements with the sole or lead managing underwriter or underwriters Underwriter so that each such Holder Holders may, participate in such Underwritten Offering. If the offering pursuant to such Piggyback 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) mustthe Holders requesting inclusion therein, and the Company shall make such arrangements so that each such Holder Holders may, participate in such offering on such basis. If any Piggyback Registration involves an Underwritten Offering, the sole or managing Underwriter(s) and any additional investment bankers and managers to be used in connection with such registration shall be subject to the approval of the Holders requesting Registrable Securities to be included in such Piggyback Registration (such approval not to be unreasonably withheld). Each Holder requesting inclusion of Registrable Securities in a Piggyback Registration may, at any time prior to the Effective Date of the applicable Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion.

Participation. If the Company at any time SpinCo proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 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 “Company SpinCo Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company SpinCo shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company SpinCo shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company SpinCo shall give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of SpinCo Common Stock. No Registration effected under this Section 2.2 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company SpinCo shall make such use reasonable best efforts to coordinate 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(a2.1(a) mustshall, and the Company SpinCo shall make such 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 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 proposes to file a Registration Statement under the Securities Act 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 pursuant to (i) a Registration Statement filed under Section 2.01 or 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 S-4 or S-8 or any successor form to such Forms or Form 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 pursuant to any employee stock 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 reasonably practicable, and any practicable (but in no event within five less than fifteen (515) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the all Holders, and such notice shall offer the Holders each Holder 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 delivered to the Company within five (a “Piggyback Registration”)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 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 Holders of any such noticea “Piggyback Registration”); provided provided, that if at any time after giving written notice of its intention to Register or sell 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each 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 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, extent payable) and (ii2) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistering, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then 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 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 basis, then 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). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act registration statement 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 2.01 or 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 S-4 or 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 pursuant to any employee stock 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 reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersSponsors, and such notice shall offer the Holders each Sponsor the opportunity to Register under such Registration Statement, or to sell in such Public Offering, 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 under such Registration 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 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 a “Piggyback Registration”); provided that the receipt by such Holders 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 further that if at any time after giving written notice of its intention to Register or sell 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each 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 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 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 be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by the Sponsors to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the any offering pursuant to such Registration Statement or Public Offering is to be underwritten, then 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) mustmay, and the Company shall make such arrangements with the managing underwriter or 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 any offering pursuant to such Registration Statement is to be on any other basis, then 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) mustmay, 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). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the pricing of 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 the Piggyback Registration as to which such withdrawal was made.

Participation. If the Company at any time 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 or to conduct a Public Offering (other than (ia) a Registration under Section 2.01 or 2.022.1, (iib) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock 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 (a “Company Public Sale”as defined in the Merger Agreement)), then, as soon as reasonably practicablepracticable (but in no event less than ten (10) days prior to the initial filing of such Registration Statement or, and any event within five in the case of a Public Offering under a Shelf Registration Statement, three (53) Business Daysdays prior to the anticipated pricing date), the Company shall give written notice of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities (other than Management Shareholders in connection with a registration effected pursuant to a Shelf Registration Statement (including any Underwritten Shelf Takedown)), and such notice shall offer the such Holders of Registrable Securities 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 2.03(b)2.2.2, 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 ten (510) Business Days days after the receipt by Company has given such Holders 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 provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to Register register or sell, 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 Sponsor to request that such Registration be effected as a Demand Registration any Holders under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering 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 2.03(a) 2.2.1 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) 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 such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the pricing of such Registration.

Participation. If the Company Any Lender may at any time proposes sell to file one or more Persons (each a Registration Statement under the Securities Act with respect "Participant") participating interests in any Loan owing to such Lender, any offering Note held by such Lender, any Commitment of its equity securities for its own account such Lender and or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice interest of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell Lender hereunder (in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(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 after the receipt by such Holders respect of any such notice; Lender, its "Credit Exposure"). Notwithstanding any such sale by a Lender of participating interests to a Participant, such Lender's rights and obligations under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement (except as expressly provided that if at any time after giving written notice of its intention below), and the Borrower and the Agent shall continue to Register or sell any securities deal solely and prior to the effective date of the Registration Statement filed directly with such Lender in connection with such RegistrationLender's rights and obligations under this Agreement. The Borrower agrees that if any Obligations are due and unpaid, or shall have been declared or shall have become due and payable upon the pricing occurrence and during the continuance of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or trade date any Note, provided that such right of setoff shall be subject to the obligations of such Public OfferingParticipant to share with the Lenders, and the Company shall determine for any reason not Lenders agree to Register or sell or to delay Registration or sale of share with such securitiesParticipant, the Company shall give written notice of such determination to as provided in Section 10.7. The Borrower also agrees that each Holder and, thereupon, (i) in the case of a determination not to Register or sell, Participant 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, entitled to the rights benefits of the Sponsor to request Sections 2.16, 2.17 and 2.18, provided 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 an Underwritten Shelf Takedown, no Participant shall be permitted entitled to delay Registering or selling receive any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering greater amount pursuant to such Registration Statement sections than the transferor Lender would have been entitled to receive in respect of the amount of the participating interest transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender agrees that any agreement between such Lender and any such Participant in respect of such participating interest shall not restrict such Lender's right to agree to any amendment, supplement, waiver or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant modification to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter Agreement 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 basisLoan Document, then each Holder making a request for a Piggyback Registration pursuant except where the result of any of the foregoing would be to this Section 2.03(a) must, and extend the Company shall make such arrangements so that each such Holder may, participate final maturity of any Obligation or any regularly scheduled installment thereof or reduce the rate or extend the time of payment of interest thereon or reduce the principal amount thereof or release all or substantially all of the Collateral (except as expressly provided in such offering on such basisthe Loan Documents).

Participation. If the Company at any time 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 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”Excluded Registration), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 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) an Excluded Registration or a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan Sections 3.1 or other employee benefit plan arrangement) (a “Company Public Sale”3.2), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall be permitted to, and the Company shall shall, make such arrangements so that each such Holder may, may participate in such offering on such basis. Any 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 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 2.01 Sections 3.1 or 2.02, 3.2 or (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”Excluded Registration), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 proposes to file a Registration Statement under the Securities Act 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 2.01 or 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 S-4 or 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 pursuant to any employee stock 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 reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 30 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersSponsors, and such notice shall offer the Holders each Sponsors the opportunity to Register under such Registration Statement, or to sell in such Public Offering, 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 under such Registration 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 Sections 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 Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each 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 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 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 be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by the Sponsors to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then 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 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 basis, then 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). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time 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 (ia) a Registration under Section 2.01 3.1, Section 3.2 or 2.02Section 3.3, (iib) a Registration on Form S -4 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 pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.4.2, the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (ix) 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.2 or an Underwritten Shelf TakedownTakedown under Section 3.3, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all 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 part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. (i) If the Company Issuer at any time proposes to file a Registration Statement under the Securities Act 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 holders of its securities (other than (iA) a Registration registration under Section 2.01 2.1 or 2.02Section 2.2 hereof, (iiB) a Registration registration on Form S -4 S-4 or 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 Issuer pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 20 days prior to the proposed date of filing such Registration Statement), the Company Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or Public Offering to of Registrable Securities that are debt securities (in the Holderscase of a sale of debt securities), and such notice shall offer the Holders holders of such Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number or amount of Registrable Securities as each such Holder holder may request in writing (a “Piggyback an "Incidental Registration”"). Subject to Section 2.03(b2.3(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 Holders holder of any such notice; provided 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 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 such Public Offeringregistration, the Company Issuer shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall Issuer may, at its election, give written notice of such determination to each 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 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 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 beregistration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, 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 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.

Participation. If the Company at any time 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 with respect to any offering of its equity securities for its own account Act, or for the account of any other Persons or to conduct a Public Offering (other than (iz) a Registration under Section 2.01 registration on any registration form which does not permit secondary sales or 2.02, (ii) does not include substantially the same information as would be required to be included in a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)Registrable Securities, then, as soon as reasonably practicable, and any event within five (5) Business Days, then the Company shall give written prompt notice of such proposed filing or Public Offering registration to the Holders, each Holder and such notice shall offer each Holder (or any Holder who is not participating in the Holders 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 each 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 2.03(b)5. 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 Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders of any such notice; provided that if Piggyback Registration. 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 of the Registration Statement filed in connection with such Registration, or the pricing or trade date closing of such Public Offeringregistration, the Company shall determine for any reason not to Register or sell undertake or to delay Registration or sale of such securitiesregistration, the Company shall may, at its election, give written notice of such determination to each 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), 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 beterminated registration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownsuch registration, shall be permitted to delay Registering or selling offering any Included Registrable Securities, Securities for the same period as the delay in Registering or selling the registration. Any Selling Holder shall have the right to withdraw such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in 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 pursuant to 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 2.03(a) must, and the Company shall 2.2 to make such arrangements with the managing underwriter any offering of its shares of Common Stock or underwriters so to complete an offering of its shares of Common Stock that each such Holder may, participate in such Underwritten Offering. If the offering pursuant it proposes 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 basismake.

Participation. If the Company at any time 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) an Excluded Registration or a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan Section 3.1 or other employee benefit plan arrangement) (a “Company Public Sale”3.2), then, as soon as reasonably practicablepracticable (but in no event less than three Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, 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) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, may participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall be permitted to, and the Company shall shall, make such arrangements so that each such Holder may, may participate in such offering on such basis. Any 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 proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.025.2, (ii) a Registration on Form S -4 S-4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 30 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities 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 2.03(b5.3(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 Holders Holder of any such notice; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each 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 the Sponsor any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be5.2, and (ii) in the case of a determination to delay Registering or sellingregistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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(a5.3(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 2.03(a5.3(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 such Holder’s Registrable Securities from a Piggyback Registration 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 any Holder seeking to effect 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 proposes to file or publish a Registration Statement under the Securities Act 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 2.01 or 2.022.1(a) pursuant to which notice is delivered pursuant to Section 2.1(c), (ii) pursuant to a Registration on Form S -4 registration right granted by the Company as part of a bona fide financing by the Company structured as a private placement of securities (other than common stock or S-8 or any successor form warrants to purchase common stock) to be followed, within 270 days of the consummation thereof, by the filing of a registration statement with respect to such Forms securities or (iii) a Registration of securities solely relating on Form F-4 or S-8 or any similar or successor form to an offering and sale to employees or directors of the Company such Forms (such registration pursuant to any employee stock plan or other employee benefit plan arrangement) clause (iii), a “"Company Public Sale”")), then, as soon as reasonably practicablepracticable (but in no event less than 30 days prior to the proposed date of filing or publishing, and any event within five (5) Business Daysas the case may be, such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity opportunity, subject to Section 2.2(b), to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “"Piggyback Registration”"). Subject Pursuant and subject to Section 2.03(b2.2(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested with respect to be included therein which the Company has received written requests for inclusion within five (5) Business Days 20 days after the receipt date on which the Company has delivered its written notice, including, if necessary, filing with the SEC a post-effective amendment or a supplement to such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such Holders of Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any such noticestate securities or blue sky laws, or any rules and regulations thereunder; provided 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 such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each 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 obligation, if any, under Section 2.9 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 an Underwritten Shelf TakedownRegistering, 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. 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(a2.2(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate participate, subject to Section 2.2(b), in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) must, and the Company shall will make such arrangements so that each such Holder may, participate participate, subject to Section 2.2(b), in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the Company's request for acceleration of the effective date thereof.

Participation. If the Company at any time after the consummation of the 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 or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.02, 3.2 or (ii) a Registration on Form S -4 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)forms, then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines 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 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all 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 part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.

Participation. (i) If the Company Arris HoldCo at any time proposes to file a Registration Statement under the Securities Act 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 Holders of its securities (other than (iA) a Registration registration under Section 2.01 2.1 or 2.02Section 2.2 hereof, (iiB) a Registration registration on Form S -4 S-4 or 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 Arris HoldCo pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten (10) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Arris HoldCo shall give written notice of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder may request in writing (a an “Piggyback Registration”). Subject to Section 2.03(b2.4(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 Holders Holder of any such notice; provided 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 Registrationregistration, or the pricing or trade date of such Public Offering, the Company Arris HoldCo shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall Arris HoldCo may, at its election, give written notice of such determination to each 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 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 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 beregistration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, 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 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.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.02, 3.2 or (ii) a Registration on Form S -4 or 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 pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”Excluded Registration), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, 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 such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten 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 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements so that each such Holder may, may participate in such offering on such basis. Any 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 Vontier proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 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 “Company Vontier Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Vontier shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company Vontier shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Vontier may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of Vontier Common Stock. No Registration effected under this Section 2.2 shall relieve Vontier of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Vontier shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company Vontier shall make such 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 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 Partnership at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or 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 Partnership or its general partner or any of their Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Partnership Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company Partnership shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer 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”); provided, however, that a Piggyback Registration shall not be offered to the Holders in connection with the IPO. Subject to Section 2.03(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 Holders of any such notice; provided 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 such Public Offering, the Company Partnership shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company Partnership shall give written notice of such determination to each 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 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 Demand Right Holders to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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 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 Company Partnership shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time HealthCare proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities HealthCare Common Stock for its own account or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 or (vi) in which the only HealthCare Common Stock being Registered is HealthCare Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Company HealthCare Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company HealthCare shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(a) and Section 2.2(c), the Company HealthCare 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 Holders of any such notice; provided 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 such Public Offering, the Company HealthCare shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall HealthCare may, at its election, give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of HealthCare Common Stock. No Registration effected under this Section 2.2 shall relieve HealthCare of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company HealthCare shall make such use reasonable best efforts to coordinate 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(a2.2(a) mustshall, and the Company HealthCare shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. HealthCare’s filing of a Shelf Registration shall not be deemed to be a HealthCare Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of HealthCare Common Stock for its own account or for the account of any other Persons will be a HealthCare Public Sale unless such offering qualifies for an exemption from the HealthCare Public Sale definition in this Section 2.2(a); provided, further that if HealthCare files a Shelf Registration for its own account or for the account of any other Persons, HealthCare 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 Subject to Section 3(a)(2) hereof, if at any time from and after the date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of any of its equity securities of the same class as the Registrable Securities, whether or not by the Company 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 2.01 or 2.02, (ii) a Registration registration on Form S -4 S-4 or 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 of the Company pursuant to by any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon promptly as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, each holder of Registrable Securities and such notice shall offer the Holders holders of Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder holder may request in writing (a “"Piggyback Registration”"). Subject to Section 2.03(b3(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 Holders offering pursuant to a Piggyback Registration. Each holder of any Registrable Securities shall be permitted to withdraw all or part of such notice; provided that if holder's Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to Register or sell any securities and prior to the earlier of the effective date or any request for the acceleration of the effective date thereof. The Company shall keep any Registration Statement filed pursuant to this Section 3(a)(1) current and effective for a period expiring on the earlier of six months from the effective date of the such Registration Statement filed or until all of the Registrable Securities registered pursuant to this Section 3(a) have been sold. Notwithstanding the foregoing, in connection the event that, in the good faith judgment of the Company's Board of Directors, it is advisable to suspend use of the Prospectus due to impending corporate developments, public filings with such Registration, the SEC or the pricing or trade date of such Public Offeringsimilar events, the Company shall determine for any reason not deliver promptly a written certificate to Register or sell or each holder of Registrable Securities and the managing underwriters, if any, to delay Registration or sale the effect that the use of such securities, the Prospectus is to be suspended until the Company shall give deliver a written notice that the use of such determination to each Holder andthe Prospectus may be resumed. Thereafter, thereupon, (i) in the case use of a determination not to Register or sell, the Prospectus 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 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 an Underwritten Shelf Takedown, 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. 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) mustsuspended, and the Company shall make not be required to maintain the effectiveness of, or amend or update the Registration Statement, or amend or supplement the Prospectus; provided, however, that the Company shall only be permitted to suspend the use of the Prospectus for a period not to exceed 45 days in any six-month period or two periods not to exceed an aggregate of 90 days in any 12-month period. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as soon as, in the good faith judgment of the Company's Board of Directors, disclosure of the material relating to such arrangements with pending development, filing or event would not have a materially adverse effect on the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten OfferingCompany. If the offering pursuant to such Registration Statement is to be on Company shall give any other basis, then each Holder making a request for a Piggyback Registration suspension notice pursuant to this Section 2.03(a3(a)(1), the period contemplated by Section 4(b) must, hereof shall be extended by the number of days during such period from and including the Company shall make date of giving notice to and including the date of giving such arrangements so that notice to and including the date when each such Holder may, participate in such offering on such basis.holder of

Participation. If the Company at any time SpinCo proposes to file a Registration Statement under the Securities Act 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 or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or 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 pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (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 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 “Company SpinCo Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company SpinCo shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such 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 2.03(b2.2(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 Holders of any such notice; provided 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 such Public Offering, the Company SpinCo shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company SpinCo shall give written notice of such determination to each 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 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, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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 securitiesshares of SpinCo Common Stock. No Registration effected under this Section 2.2 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 2.03(a200.83 Section 2.2(a) mustshall, and the Company SpinCo shall make such use reasonable best efforts to coordinate 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(a2.1(a) mustshall, and the Company SpinCo shall make such 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 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 proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock 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 2.01 or 2.02, (ii) a Registration Statement on Form S -4 S-4 or 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 pursuant to any employee stock 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, or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 30 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders each Holder 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”)delivered to the Company within ten Business Days of delivery of such written notice by the Company. Subject to Section Sections 2.03(b) and (d), 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 Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any securities shares of Common Stock and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securitiesshares of Common Stock covered by such Piggyback Registration, the Company shall give written notice of such determination to each 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 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 beextent payable), and (ii2) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistering, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other shares of Common Stock covered by such other securitiesPiggyback Registration. 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 The Company shall make such arrangements with advise the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If Holders if the offering pursuant to such Registration Statement is to be underwritten is to be on any other basis, then each as a part of the written notice given pursuant this Section 2.03(a). Each Holder making a request for shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration pursuant at any time prior to this Section 2.03(a) must, and the Company shall make effectiveness of such arrangements so that each such Holder may, participate in such offering on such basisRegistration Statement.

Participation. If the Company Issuer at any time proposes to file a Registration Statement under the Securities Act 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 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or S-8 or any successor form to such Forms or Forms, (iiiii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company Issuer pursuant to any employee stock plan or other employee benefit plan arrangement, or (iii) in connection with an IPO) (a an “Company Issuer Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than forty-five (545) Business Daysdays prior to the proposed date of filing such Registration Statement), the Company Issuer shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all the HoldersHolders of Registrable Securities, and such notice shall offer the Holders of Registrable Securities 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 2.03(b6.3(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 fifteen (515) Business Days days after the receipt by such Holders Holder of any such notice; provided 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 such Public Offering, the Company Issuer shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company Issuer shall give written notice of such determination to each 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 the Sponsor any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be6.1, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, 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. 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(a6.3(a) must, and the Company 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 this Section 2.03(a6.3(a) must, and the Company Issuer shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any 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 Issuer of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement. Notwithstanding the foregoing, the Noteholder Investors shall not be entitled to the rights set forth in this Section 6.3(a) to the extent that the Sponsors are not selling any Registrable Securities in such Piggyback Registration.

Participation. If the Company at any time 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 2.01 Sections 3.1 or 2.023.2, (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 pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin 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 the all Holders, and such notice Piggyback Notice shall offer 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 2.03(b(b), the Company shall include in such Registration Statement or in such Public 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 Holders Holder of any such notice; provided provided, however, 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 such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each 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 any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, 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 registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all 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 part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice 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 of its request 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 basiswithdraw.