Common use of Transfer of Registration Rights Clause in Contracts

Transfer of Registration Rights. (i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with the transfer respect to any transferee of less than all a majority but more than 30% of its the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Zapaxx xx used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Zapaxx xxx any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company’s Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a “Permitted Transferee”); provided, however, that (i) with respect to any transferee of a majority of the transfer then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than all a majority but more than 25% of its the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. Any Holder electing to transfer registration rights pursuant to this Section shall provide the Company with written notice promptly following such Holder’s execution of a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the Designated Stockholder term Halliburton as used in this Agreement (other than in Sections 2(a)(iii) and 5(a)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Halliburton and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder Holder may transfer or pledge Registrable Securities Securities, or the securities convertible into such Registrable Securities, with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder Holder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities (including Registrable Securities issuable upon conversion of Convertible Preferred Shares) continue to constitute Registrable Securities as held by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock Non-Convertible Preferred Shares as of the date of such transfer. Upon any transfer or pledge of Registrable Securities or the securities convertible into such Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities (or securities convertible, exercisable or exchangeable for Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transactionas applicable). (ii) Subject to Section 2(b) hereof, if a Designated Stockholder Holder (including, without limitation, a Crestview Holder) assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder Holder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder Holder (including, without limitation, a Crestview Holder) assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder Holder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedparticipated or registrations in which Registrable Securities held by such Designated Holder were included. (iii) Notwithstanding the foregoing or anything else herein to the contrary, solely for purposes of the priorities for inclusion of Registrable Securities in an underwritten offering as set forth in Sections 3(e), 4(a) and 5(b), as such priorities are applicable to a Permitted Assignee, only the Registrable Securities transferred to such Permitted Assignee shall be treated as Registrable Securities held by a Designated Holder.

Transfer of Registration Rights. The rights granted under this Agreement to a Holder, including without limitation, the right to cause the Company to register securities, to participate in a registration of the Company or to receive information of the Company pursuant to Section 10, may be assigned by a Holder only to a transferee or assignee of such securities which is a (a) subsidiary, parent, affiliate, general partner, limited partner, retired partner, member or retired member of the Holder, (b) family member of a Holder or trust for the benefit of any Holder that is a natural person or any family member thereof, (c) charitable institution, or (d) any transferee or assignee acquiring not less than 1,500,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares); provided, however, (i) Each Designated Stockholder the transferor shall have furnished to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) to the extent that such transferee is not already a party hereto, such transferee shall agree to be bound by all of the terms, and subject to all restrictions, set forth in this Agreement, and shall thereby become a Holder under the terms of this Agreement and (iii) any such transfer by gift to a charitable institution shall be subject to the following: (A) no such charitable institution transferee shall be entitled to the rights granted herein to Major Investors but not other Holders, whether or not the number of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock transferred by gift to such transferee would be sufficient to qualify such transferee as a Major Investor and (B) the terms governing such transfer by gift shall provide that in the event of any registration or other event as to which such charitable institution transferee may transfer be entitled to notice or pledge Registrable Securities to participate, the Company shall be entitled to send any such notices to the transferor and deal only with the associated registration transferor, who shall be solely responsible for providing notice, arranging for signatures on documents and otherwise acting as an administrative agent for such charitable institution with respect to such institution’s rights under this Agreement agreement. With respect to transfers or assignments of rights pursuant to clauses (including a), (b) and (c) hereof, the failure by any Holder to comply with clauses (i) and (ii) hereof shall not be deemed a breach of this Agreement, however, upon the receipt of notice by Holder from the Company of such failure to comply, Holder, and its transferee or assignee, shall use their commercially reasonable efforts to provide to the Company the requisite notice and joinder, as applicable, in accordance with clauses (i) and (ii) hereof. In the event that a Holder transfers occurring by operation of law or by reason of intestacyto more than one transferee, the following shall apply: (A) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by wherever the provisions of this AgreementAgreement require notice to be given to a Holder, such agreement being substantially in the form notice will be deemed sufficiently given by notice to each original Holder of Annex A hereto, Preferred Stock and (2) (A) immediately following such transfer or pledge, the further disposition or transfer to each transferee that is a Holder holding at least 1,500,000 shares of such Registrable Securities by (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (Bshares) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of at the date of such transfer. Upon any transfer or pledge notice; and (B) wherever the provisions of Registrable Securities other than as set forth in this Section 2(d)Agreement require the consent of a Holder, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction consent shall be deemed to remain “received by the consent of the original Holder of Preferred Stock, or the majority in interest of the transferees of a Holder’s Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with the transfer respect to any transferee of less than all a majority but more than 30% of its the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term REI as used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. REI and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, an Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee Assignee, Affiliate or Pledgee agrees in writing to be bound as a an Designated Stockholder by the provisions of this Agreement, with such agreement being substantially in the form of Annex A hereto, and (2) (A2)(A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee Assignee, Affiliate or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated (or any successor rule or regulation) under the Securities Act or (B) such Permitted Assignee, Affiliate or Pledgee, together with its Affiliates, beneficially owns Registrable Securities representing more than 15% of the outstanding shares of Common Stock as of the date of such transfertransfer or pledge; provided, that, FTV and the Management Stockholders may not pursuant to this Section 2(d)(i) transfer any of their rights to act as the Initiating Holders pursuant to clause (b) of the definition thereof. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 8 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder Any Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by upon the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee to any member of the Leonardo Affiliated Group or Pledgee would be restricted under the Securities Act and, in the opinion upon transfer of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could constituting not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more less than 15% of the outstanding shares of Common Stock as of the date Company (including any securities described in clause (ii) of the definition of Registrable Securities) to any transferee not a member of the Leonardo Affiliated Group. Any such transfer shall be effective upon receipt by the Company of written notice from the transferor stating the name and address of the transferee and identifying the amount of Registrable Securities with respect to which rights under this Agreement are being transferred. Any such transferee shall enter into a Joinder Agreement substantially in the form of Exhibit A hereto at the time of the transfer. (b) The Registrable Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Upon Accordingly, the Holders shall not, directly or through others, offer or sell any shares of Registrable Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d)pursuant to an effective registration statement, the Holders shall notify the Company of such transfer and the Company may require the Holders to provide, prior to such transfer, such securities shall no longer constitute Registrable Securities, except evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any shares of Registrable Securities that are pledged or made the subject to be transferred in contravention of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement to any "Permitted Transferee," as defined in connection Section 4[__] of the Company's Amended and Restated Certificate of Incorporation, or to any transferee of Registrable Securities that represent (assuming, for purposes of making such 20% calculation, the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Qualifying Permitted Transferee"); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. The Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred, provided that the failure of the Company to receive any such notice shall not affect the validity of the transfer of less rights under this Agreement to any Permitted Transferee. In connection with any such transfer, the term GLII as used in this Agreement (other than all in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of its such Registrable Securities. GLII and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder Holder may transfer or pledge Registrable Securities Securities, or the securities convertible into such Registrable Securities, with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder Holder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities (including Registrable Securities issuable upon conversion of Convertible Preferred Shares) continue to constitute Registrable Securities as held by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock Shares as of the date of such transfertransfer (counting any Registrable Securities so owned that are Convertible Preferred Shares on an as-converted basis as though immediately convertible). Upon any transfer or pledge of Registrable Securities or the securities convertible into such Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities (or securities convertible, exercisable or exchangeable for Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transactionas applicable). (ii) Subject to Section 2(b) hereof, if a Designated Stockholder Holder (including, without limitation, a Crestview Holder) assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder Holder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder Holder (including, without limitation, a Crestview Holder) assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder Holder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedparticipated or registrations in which Registrable Securities held by such Designated Holder were included. (iii) Notwithstanding the foregoing or anything else herein to the contrary, solely for purposes of the priorities for inclusion of Registrable Securities in an underwritten offering as set forth in Sections 3(e), 4(a) and 5(b), as such priorities are applicable to a Permitted Assignee, only the Registrable Securities transferred to such Permitted Assignee shall be treated as Registrable Securities held by a Designated Holder.

Transfer of Registration Rights. (ia) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee Transferee or a pledgee (“"Pledgee”") only if (1) subject to the penultimate sentence of this Section 2.4(a), such Permitted Assignee Transferee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this AgreementAgreement insofar as it pertains to the holding, such agreement being substantially in the form owning and disposition of Annex A hereto, Registrable Securities and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee Transferee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transferAct. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d)2.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, whether or not the subject of a Demand Registration, which Registrable Securities are not ultimately disposed of by the Designated Stockholder Stockholders pursuant to such pledge or Hedging Transaction shall shall, to the extent such securities remain "restricted securities" under the Securities Act, be deemed to remain “"Registrable Securities,” " notwithstanding the release of such pledge or the completion of such Hedging Transaction. Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall be required to agree to any restriction on its ability to trade in any securities, including the restrictions set forth in Sections 6.7(a) and 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Sections 6.7(a) and 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Sections 6.7(a) and 6.8(a). (iib) Subject to Section 2(b) hereof, if If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 Article VII hereof in respect of offerings in which it participated.

Transfer of Registration Rights. Subject to Section 1.2, the Shareholder shall have the right to Transfer to any Person (isuch Person, a “Transferee Shareholder”), directly or indirectly, by written agreement, any or all of its rights and obligations granted under this Article II (and no other rights or obligations under this Agreement) Each Designated Stockholder may transfer in connection with a Transfer of all or pledge a portion of its Registrable Securities to such Person; provided that (a) the Shareholder shall have the sole power to exercise the rights granted to the Shareholder under this Article II on behalf of any such Transferee Shareholder, and the Company shall not be obligated to take any action with respect to any Registrable Securities of any such Transferee Shareholder except upon notice and instructions by the associated registration rights Shareholder, (b) any notice or other communication by the Company to the Shareholder with respect to the matters governed by this Article II shall be deemed notice to a Transferee Shareholder with respect to any Registrable Securities held by such Transferee Shareholder, (c) no such Transfer shall increase the aggregate number of Demand Registrations that may be made under Section 2.1 by the Shareholder on behalf of itself or any such Transferee Shareholder to more than two (2) Demand Registrations in any twelve (12)-month period, (d) for purposes of this Article II, including, without limitation, any priority of inclusion or Underwriter Cutback, but not for purposes of determining whether the securities held by any Transferee Shareholder are Registrable Securities, all Registrable Securities held by such Transferee Shareholder shall be deemed held by the Shareholder, and (e) such Transferee Shareholder executes a joinder to this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“PledgeeJoinder”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and), in the opinion of counsel form and substance reasonably satisfactory acceptable to the Company, pursuant to which (x) such Transferee Shareholder shall, following the entire amount of applicable Transfer, become responsible for all such obligations applicable to the Shareholder under this Article II with respect to the Registrable Securities could not be sold in a single sale, without any limitation as Transferred to volume or manner of sale pursuant to Rule 144 promulgated under such Transferee Shareholder and (y) the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% Company shall acknowledge the rights of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights Shareholder Transferee under this Agreement in connection with Article II. If the transfer of less than all Shareholder Transfers only a portion of its Registrable Securities, the Designated Stockholder Shareholder shall retain its all rights and obligations under this Agreement with respect to its remaining the portion of the Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, Securities that it continues to hold following such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedTransfer.

Transfer of Registration Rights. None of the rights of any Stockholder Group under this Article 2 shall be transferable or assignable by any Stockholder Group to any Person acquiring Company Securities in any Public Offering or any other registered offering or other transaction pursuant to a prospectus which is a part of a Registration Statement or pursuant to Rule 144. The rights of a Stockholder Group hereunder may be transferred or assigned in connection with a transfer of Registrable Securities to (i) Each Designated any Affiliate of a Stockholder may Group or (ii) any Person other than a Stockholder Group if at least 5% of the Class A Common Stock (assuming the conversion of all Class B Common Stock and New Warrants into Class A Common Stock) is being transferred to such Person in a single transaction or a series of related transactions; provided, that, such Person shall not have the right to transfer or pledge assign any rights hereunder in connection with any subsequent transfer or transfers of any Registrable Securities to any Person other than a Stockholder Group. Notwithstanding the foregoing, such rights may only be transferred or assigned if all of the following additional conditions are satisfied: (x) such transfer or assignment is effected in accordance with applicable securities laws and (y) the Company is given written notice by such transferor of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the amount of Registrable Securities with the associated registration respect to which such rights under this Agreement are being transferred or assigned and (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1z) such Permitted Assignee transferee or Pledgee agrees in writing assignee executes and delivers to the Company an agreement to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially Agreement in the form of Annex Exhibit A. A hereto, and (2) (A) immediately following such transfer transferee or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge assignee of Registrable Securities other than as who satisfies the conditions set forth in this Section 2(d), such securities 2.13 shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall thenceforth be deemed to remain an “Registrable SecuritiesXxxxxx Xxxxxx Stockholder,” notwithstanding the release a “JPMorgan Stockholder” or an “Oaktree Stockholder,” as applicable, for purposes of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder Holder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder Holder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, Agreement and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated (or any successor rule or regulation) under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transferAct. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder Holder pursuant to such pledge or Hedging Transaction shall shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if If a Designated Stockholder Holder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder Holder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder Holder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder Holder shall have no further rights or obligations under this Agreement, except under Section 9 8 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (a) Except as otherwise provided herein, the rights contained in this Section 4 may be assigned or otherwise conveyed to a transferee or assignee of Registrable Securities, who shall be considered a "Holder" for purposes of this Section 4, provided that (i) Each Designated Stockholder may transfer the prospective transferee or pledge assignee must acquire an amount of Registrable Securities not less than twenty percent (20%) of the total number of Registrable Securities acquired by the original Holder thereof directly from the Company, (ii) such transfer is effected in accordance with the associated registration rights under applicable federal and state securities laws and (iii) such transferee or assignee becomes a party to this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound subject to the terms hereof to the same extent as if he were an original purchaser hereunder and, provided further, that the Company is given written notice at the time of or within a Designated Stockholder by reasonable time after said transfer, stating the provisions name and address of this Agreement, said transferee or assignee and identifying the securities with respect to which such agreement registration rights are being substantially assigned. (b) The right contained in Section 4.2 allowing the form Founder to include his shares of Annex A heretothe Company's Common Stock in a registration may not be assigned or otherwise conveyed to a transferee of such shares, and (2) (A) immediately following such transfer or pledge, right shall expire with respect to such shares upon the further disposition or transfer of such Registrable Securities by shares. Notwithstanding the foregoing, such Permitted Assignee rights may be assigned or Pledgee would be restricted under otherwise conveyed to any or all of his ancestors, descendants or spouse or to a trust for the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date benefit of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge persons or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement Founder in connection with the transfer of less than all Common Stock to such persons; provided that such transfer is effected in accordance with applicable federal and state securities laws and that the Company is given written notice at the time of its Registrable Securitiesor within a reasonable time after said transfer, stating the Designated Stockholder shall retain its rights under this Agreement name of said transferee or assignee and identifying the securities with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its which such registration rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedare being assigned.

Transfer of Registration Rights. (i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, with such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company and such Designated Stockholder (which may be counsel to the Company or the Designated Stockholder), without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated (or any successor rule or regulation) under the Securities Act or Act; provided that (A) the parties expressly acknowledge that the initial Designated Stockholders have pledged the Exchanged Shares and the Additional Shares (as each such term is defined in the Settlement) in favor of the Indenture Trustees in accordance with the terms of the corresponding Indentures and related agreements, and that the Indenture Trustees are Pledgees for purposes of this Agreement, and (B) neither Indenture Trustee shall be required to execute the agreement in the form of Annex A hereto until the date(s) either such Permitted Assignee, together Indenture Trustee shall determine in connection with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date exercise of such transferIndenture Trustee’s rights and powers under the Indentures and related agreements. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 8 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 15% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this AgreementA Holder may, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory subject to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% terms of the outstanding shares shareholders’ agreement between Seadrill and Rosneft, transfer all or any portion of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in to any transferee of a number of Registrable Securities that represents (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company’s Common Shares) at least 5% of the then issued and outstanding Common Shares of the Company (each, a “Permitted Transferee”). Any Holder electing to transfer registration rights pursuant to this Section shall provide the Company with written notice promptly following such Holder’s execution of a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the transfer term “Holder” as used in this Agreement (other than in Sections 2(a)(ii) and 5(a)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of less than all of its such Registrable Securities. Holders and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder Any member of the Citi Affiliated Group and, subject to Section 4.2 of the Purchase Agreement, any of Warburg or any of its Affiliates may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation to any transferee of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could constituting not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more less than 15% of the outstanding shares of Common Stock as (each, a “transferee”) of Registrable Securities; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Holder which is (A) a partnership to its partners in accordance with partnership interests, (B) a limited liability company to its members in accordance with their interest in the date limited liability company, or (C) a corporation to its stockholders in accordance with their interests in the corporation. Any transfer of registration rights pursuant to this Section 2.10 shall be effective upon receipt by Primerica of written notice from such transfer. Upon Holder stating the name and address of any transfer or pledge transferee and identifying the amount of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made with respect to which the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in are being transferred and the nature of the rights so transferred. In connection with any such transfer, the transfer term “Holder,” “Warburg,” “Citi” or “member of less than all the Citi Affiliated Group” as used in this Agreement shall, where appropriate to assign such rights and obligations to such transferee, be deemed to refer to or include the transferee holder of its such Registrable Securities. Any member of the Citi Affiliated Group, the Designated Stockholder and Warburg and its Affiliates, may exercise their rights hereunder in such proportion as they shall agree among themselves. (b) After such transfer, each Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such Holder. (c) Upon the request of any Holder, Primerica shall execute a Designated Stockholder assigns its rights under this Registration Rights Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights transferee or obligations under a proposed transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee Transferee or a pledgee (“"Pledgee”") only if (1) subject to the last sentence of this Section 2.4(a), such Permitted Assignee Transferee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this AgreementAgreement insofar as it pertains to the holding, such agreement being substantially in the form owning and disposition of Annex A hereto, Registrable Securities and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee Transferee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transferAct. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d)2.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, whether or not the subject of a Demand Registration, which Registrable Securities are not ultimately disposed of by the Designated Stockholder Stockholders pursuant to such pledge or Hedging Transaction shall shall, to the extent such securities remain "restricted securities" under the Securities Act, be deemed to remain “"Registrable Securities,” " notwithstanding the release of such pledge or the completion of such Hedging Transaction. Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall be required to agree to any restriction on its ability to trade in any securities, including the restrictions set forth in Section 6.8(a). The Stockholders hereby agree that they shall act in good faith with respect to the restrictions set forth in Section 6.8(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under Section 6.8(a). (iib) Subject to Section 2(b) hereof, if If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 Article VII hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder Holder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or a pledgee (“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder Holder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, Agreement and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, and the entire amount of all such Registrable Securities could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated (or any successor rule or regulation) under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transferAct. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder Holder pursuant to such pledge or Hedging Transaction shall shall, to the extent such Registrable Securities remain “restricted securities” under the Securities Act, be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if If a Designated Stockholder Holder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder Holder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.its

Transfer of Registration Rights. (i) Each Designated Stockholder No Investor may transfer or pledge Registrable Securities with the associated registration assign all or any portion of its then remaining rights under this Agreement (including transfers occurring except by operation of law pursuant to a merger or by reason similar business combination) without the prior written consent of intestacythe Company; provided that the original Investor may assign its rights and obligations hereunder (in whole or in part) to a Permitted Assignee 100% owned (directly or a pledgee (“Pledgee”indirectly) only if (1) such Permitted Assignee or Pledgee Affiliate that agrees in writing with the Company to be bound by this Agreement as a Designated Stockholder fully as if it were an initial signatory hereto (which Affiliate shall appoint The Corporation Trust Company as its agent to the same extent as the original Investor is required pursuant to Section 11(e)(ii)), and any such transferee may thereafter make corresponding assignments in accordance with this proviso but only to other 100% owned (directly or indirectly) Affiliates of the original Investor. For purposes of clarity, any assignee permitted by the provisions preceding sentence must remain a 100% owned (directly or indirectly) Affiliate of this Agreementthe original Investor, such agreement being substantially or else it shall forfeit the rights assigned to it hereunder. Additionally, the original Investor may assign its rights and obligations hereunder (in whole or in part) to a financial institution generally in the form commercial lending business (a “Lender”) to which the original Investor or any of Annex A heretoits 100% owned (directly or indirectly) Affiliates pledges, and (2) encumbers or hypothecates any Registrable Securities or any interest in any Registrable Securities to secure bona fide recourse borrowings effected in good faith so long as: (A) immediately following the Investor or any such transfer or Affiliate notifies the Company of its intention to enter into such pledge, the further disposition encumbrance or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act andhypothecation at least five Business Days prior thereto, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together Lender is not granted any rights hereunder with its Affiliates, beneficially owns respect to the Registrable Securities representing more than 1% prior to any foreclosure, and (C) the Lender agrees in writing with the Investor or any such Affiliate and the Company in an agreement that expressly provides that (x) the Company is a party to such Agreement, entitled to enforce such agreement directly against the Lender and (y) such agreement cannot be amended or modified in any manner which adversely affects the Company without the written consent of the outstanding Company. In the event any shares of Registerable Common Stock as are transferred to one or more 100% (directly or indirectly) owned Affiliates or a Lender in a manner permitted by this Agreement, the Investor shall notify the Company in writing of a single Person which shall be the authorized representative to receive notices and take all actions on behalf of the date Investor and/or its permitted 100% owned (directly or indirectly) Affiliate and Lender assignees. In addition to the foregoing, the original Investor may transfer some or all of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its remaining rights under this Agreement in connection accordance with the transfer Section 12 of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. None of the rights of any Stockholder Group under this Article 2 shall be transferable or assignable by any Stockholder Group to any Person acquiring Company Securities in any Public Offering or any other registered offering or other transaction pursuant to a prospectus which is a part of a Registration Statement or pursuant to Rule 144. The rights of a Stockholder Group hereunder may be transferred or assigned in connection with a transfer of Registrable Securities to (i) Each Designated any Affiliate of a Stockholder may Group or (ii) any Person other than a Stockholder Group if at least 5% of the Class A Common Stock (assuming the conversion of all Class B Common Stock and New Warrants into Class A Common Stock) is being transferred to such Person in a single transaction or a series of related transactions; provided, that, such Person shall not have the right to transfer or pledge assign any rights hereunder in connection with any subsequent transfer or transfers of any Registrable Securities to any Person other than a Stockholder Group . Notwithstanding the foregoing, such rights may only be transferred or assigned provided that all of the following additional conditions are satisfied: (x) such transfer or assignment is effected in accordance with applicable securities laws and (y) the Company is given written notice by such transferor of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the amount of Registrable Securities with the associated registration respect to which such rights under this Agreement are being transferred or assigned and (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1z) such Permitted Assignee transferee or Pledgee agrees in writing assignee executes and delivers to the Company an agreement to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially Agreement in the form of Annex Exhibit A. A hereto, and (2) (A) immediately following such transfer transferee or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge assignee of Registrable Securities other than as who satisfies the conditions set forth in this Section 2(d), such securities 2.122.13 shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall thenceforth be deemed to remain an “Registrable SecuritiesXxxxxx Xxxxxx Stockholder,” notwithstanding the release a “JPMorgan Stockholder” or an “Oaktree Stockholder,” as applicable, for purposes of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. The rights to cause the Company to register securities granted Holders under Sections 2.5, 2.6 and 2.7 may be assigned to a transferee or assignee (a) in connection with any transfer or assignment by a Holder of more than 250,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, subdivisions, combinations, recapitalizations and the like), or to any transferee or assignee who is (i) Each Designated Stockholder may transfer an “affiliate” (as defined in Rule 405 under the Securities Act) or pledge Registrable Securities a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder or (ii) a member of Holder’s immediate family or a trust for the benefit of a Holder who is an individual; provided that (b)(i) the Company is, within a reasonable time after such transfer, furnished with written notice of the associated name and address of such transferee or assignee and the securities with respect to which such registration rights under this Agreement are being assigned, (including transfers occurring by operation of law or by reason of intestacyii) to a Permitted Assignee or a pledgee (“Pledgee”) such assignment shall be effective only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities securities by such Permitted Assignee the transferee or Pledgee would be assignee is restricted under the Securities Act andand (iii) the assignee or transferee enters into a written agreement with the Company whereby the assignee or transferee agrees to be bound by the terms of this Agreement including, in the opinion of counsel reasonably satisfactory to the Companybut not limited to, the entire amount terms of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner Section 2.14 of sale pursuant to Rule 144 promulgated under this Agreement. For the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% purposes of determining the outstanding number of shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d)held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such securities shall no longer constitute Registrable Securitiespartnership (including spouses and ancestors, except that any lineal descendants and siblings of such partners or spouses who acquire Registrable Securities that are pledged by gift, will or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction intestate succession) shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection aggregated together and with the transfer partnership; provided that all assignees and transferees who would not qualify individually for assignment of less than all of its Registrable Securities, the Designated Stockholder shall retain its registration rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights a single attorney-in-fact for the purpose of exercising any rights, receiving notices or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedtaking any action hereunder.

Transfer of Registration Rights. (ia) Each Designated Stockholder On not less than 15 days prior written notice to the Company, Code may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation to any transferee of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1(i) at least 20% of the outstanding shares number of Common Stock Registrable Securities held by Code as of the date of such transferthis Agreement and (ii) if Code than owns less than 20% of its initial holdings, all of Code's remaining Registrable Securities (each, a "transferee"). Upon The notice to the Company need not contain the names of the proposed transferee. On or before the later of the transfer of the registration rights and the transfer of the underlying Registrable Securities, the Company shall receive a written notice stating (to the extent not included in the notice of transfer of registration rights) the name and address of any transfer or pledge transferee of the registration rights and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred. Following any such transfer, the term "Code," as used in this Agreement (other than as set forth in this Section 2(d11, Section 3(b)(i)(2), such securities shall no longer constitute Registrable SecuritiesSection 4 and Section 1(c)(iii)), except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “include the transferee of such Registrable Securities,” notwithstanding , where appropriate to assign the release rights and obligations of Code hereunder. Code and such transferees may exercise the registration rights hereunder in such proportion and upon the demand of such pledge or Holders as they shall agree among themselves, provided that in no event shall the completion Company be required to effect more than one registration pursuant to Section 2 in any six-month period, regardless of such Hedging Transactionthe number of Holders making a request. (iib) Subject to Section 2(b) hereofAfter any such transfer, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder Code shall retain its rights under this Agreement with respect to its remaining all Registrable Securities. If Securities retained by Code. (c) Upon the request of Code, the Company shall execute a Designated Stockholder assigns its rights under Registration Rights Agreement substantially similar to this Agreement in connection with each transferee or proposed transferee, and any demand registrations granted to such transferee shall limit the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except demand registrations to which Code is entitled under Section 9 hereof in respect of offerings in which it participated2(a).

Transfer of Registration Rights. (a) Each Stockholder may in its sole discretion transfer all or any portion of its then-remaining registration rights under Sections 2 through 10 of this Agreement to (i) Each Designated any Affiliate of such Stockholder may or (ii) any transferee who would satisfy the definition of a “Demand Stockholder” as a result of the acquisition of Purchased Shares (other than pursuant to an effective Registration Statement) (each, a “Permitted Transferee”). Any transfer or pledge of registration rights pursuant to this Section 11(a) shall be effective upon receipt by the Company of (x) written notice from the Stockholder stating the name and address of any Permitted Transferee and identifying the amount of Registrable Securities with respect to which the associated registration rights under this Agreement are being transferred and the nature of the rights so transferred and (y) a joinder, in the form attached as Exhibit A hereto (the “Joinder”), providing that the Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Section 11) or another written agreement from the transferee to be bound by the terms of this Agreement, . The Company agrees to execute any Joinder promptly upon receipt. In connection with any such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledgetransfer, the further disposition or transfer of term “Stockholders” as used in this Agreement shall, where appropriate to assign such Registrable Securities by rights to such Permitted Assignee or Pledgee would be restricted under the Securities Act andTransferee, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding include the release of Permitted Transferee. The Stockholders and such pledge or Permitted Transferees may exercise the completion of registration rights hereunder in such Hedging Transactionproportion (not to exceed the then-remaining registration rights hereunder) as they shall agree among themselves. (iib) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable SecuritiesAfter such transfer, the Designated transferring Stockholder shall retain its rights under this Agreement with respect to its remaining all other Registrable SecuritiesSecurities owned by such Stockholder. If Upon request of the transferring Stockholder, the Company shall execute a Designated Stockholder assigns its Joinder or another registration rights under this Agreement in connection agreement with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights Permitted Transferee or obligations under a proposed transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder On not less than 15 days prior written notice to the Company, Code may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation to any transferee of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1(i) at least 20% of the outstanding shares number of Common Stock Registrable Securities held by Code as of the date of such transferthis Agreement and (ii) if Code than owns less than 20% of its initial holdings, all of Code’s remaining Registrable Securities (each, a “transferee”). Upon The notice to the Company need not contain the names of the proposed transferee. On or before the later of the transfer of the registration rights and the transfer of the underlying Registrable Securities, the Company shall receive a written notice stating (to the extent not included in the notice of transfer of registration rights) the name and address of any transfer or pledge transferee of the registration rights and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred. Following any such transfer, the term “Code,” as used in this Agreement (other than as set forth in this Section 2(d11, Section 3(b)(i)(2), such securities shall no longer constitute Registrable SecuritiesSection 4 and Section 1(c)(iii)), except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “include the transferee of such Registrable Securities,” notwithstanding , where appropriate to assign the release rights and obligations of Code hereunder. Code and such transferees may exercise the registration rights hereunder in such proportion and upon the demand of such pledge or Holders as they shall agree among themselves, provided that in no event shall the completion Company be required to effect more than one registration pursuant to Section 2 in any six-month period, regardless of such Hedging Transactionthe number of Holders making a request. (iib) Subject to Section 2(b) hereofAfter any such transfer, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder Code shall retain its rights under this Agreement with respect to its remaining all Registrable Securities. If Securities retained by Code. (c) Upon the request of Code, the Company shall execute a Designated Stockholder assigns its rights under Registration Rights Agreement substantially similar to this Agreement in connection with each transferee or proposed transferee, and any demand registrations granted to such transferee shall limit the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except demand registrations to which Code is entitled under Section 9 hereof in respect of offerings in which it participated2(a).

Transfer of Registration Rights. (i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated The registration rights under this Agreement of any Holder (including transfers occurring by operation and of law any Permitted Transferee of any Holder or by reason of intestacyits Permitted Transferees) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining any Registrable Securities. If Shares may be transferred to any Permitted Transferee as a Designated Stockholder assigns its gift, partnership distribution or other non-sale related transfer without consideration (a “Permitted Transfer”); provided that (a) ABIOMED is given written notice by the Holder at the time of such Permitted Transfer stating the name and address of the Permitted Transferee and identifying the Registrable Shares with respect to which the rights under this Agreement are being assigned, (b) such Permitted Transferee executes and delivers such agreements as ABIOMED may reasonably require in order to confirm that such Permitted Transferee agrees to be bound by this Agreement and the Purchase Agreement, and (c) notwithstanding anything to the contrary contained in this Agreement, ABIOMED shall not be obligated to file any post-effective amendments or prospectus supplements to any outstanding registration statements contemplated by this Agreement for the purposes of updating the selling stockholders listed in such registration statements to include the Permitted Transferees other than on a quarterly basis in connection with the transfer of all timing of its Registrable Securitiesfiling of annual reports on Form 10-K and quarterly reports on Form 10-Q and such Permitted Transferees shall not be allowed to sell any shares covered by the Permitted Transfer under any such registration statement until such time as such post-effective amendments or prospectus supplements are filed unless it is determined, to the satisfaction of ABIOMED’s counsel, that no such Designated Stockholder shall have no further rights post-effective amendments or obligations prospectus supplements are required under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedapplicable securities laws.

Transfer of Registration Rights. The rights of each Holder (other than the right of DLJMBP Holders to request a Demand Registration) under this Agreement may be assigned to a transferee or assignee of at least fifty thousand (50,000) shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of a Holder's Registrable Securities not sold to the public; provided, however, that the Company is given written notice by such Holder at or within a reasonable time after said transfer, stating the name and address of such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned. Notwithstanding the foregoing, any Holder may transfer rights to a transferee of fewer than fifty thousand (50,000) shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of a Holder's Registrable Securities if such transfer is a Permitted Transfer under Section 2 of the Amended and Restated Shareholders' Agreement, date of even date herewith. The DLJMBP Holders may assign its right to (i) Each Designated Stockholder may transfer one Demand Registration to any transferee acquiring at least 25% (but in no event less than 500,000 shares) of the aggregate Class A-8 Shares (or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacyconverted common stock equivalent) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder held by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of DLJMBP Holders on the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject up to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement two Demand Registrations to any transferee acquiring at least 50% (but in connection with the transfer of no event less than 500,000 shares) of the aggregate Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such transfer, (iii) up to three Demand Registrations to any transferee acquiring at least 75% (but in no event less than 500,000 shares) of the aggregate Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such transfer, or (iv) all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect remaining DLJMBP Demand Registrations to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of any transferee acquiring all of its Registrable Securities, the remaining Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedtransfer.

Transfer of Registration Rights. (a) Without limiting the rights of Parent or the restrictions applicable to the Holder under the Equity Consideration Lock-Up Agreement or the Founder Lock-Up Agreement, as applicable, the registration rights of a Holder under this Agreement with respect to any Registrable Stock may be transferred to any Permitted Transferee (i) Each Designated Stockholder may as a bona gift, (ii) pursuant to the operation of a will or intestacy, or (iii) pursuant to a Qualified Disposition, in each of clauses (i) through (iii), only to the extent that such transfer or pledge Registrable Securities is without any consideration, and, provided that in each case (w) such Holder shall have given Parent written notice prior to the time of such transfer, stating the name and address of the Permitted Transferee and identifying the securities with respect to which the associated registration rights under this Agreement are proposed to be transferred; (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1x) such Permitted Assignee or Pledgee agrees Transferee shall have agreed in writing writing, in form and substance reasonably satisfactory to Parent, to be bound as a Designated Stockholder Holder by the provisions of this Agreement, ; (y) such agreement being substantially in the form of Annex A hereto, Permitted Transferee shall have delivered such other information to Parent as Parent may reasonably request to permit Parent to carry out Parent’s obligations under this Agreement; and (2) (Az) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities securities by such Permitted Assignee or Pledgee would Transferee shall be restricted to the extent set forth under the Securities Act and(collectively, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such “Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(dTransfer”), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (iib) Subject Each Holder acknowledges and agrees with Parent, that (i) only transfers of Registrable Stock to a Permitted Transferee that qualifies as a Permitted Transfer pursuant to the provisions of this Section 2(b) hereof, if 7 will be recognized as a Designated Stockholder assigns its rights under this Agreement in connection with the valid transfer of less than all the registration rights of its Registrable Securities, the Designated Stockholder shall retain its rights a Holder under this Agreement with respect to any Registrable Stock that such Holder may transfer, (ii) that a Permitted Transferee will only be deemed a “Holder” for purposes of this Agreement to the extent that such Permitted Transferee was transferred the Registrable Stock pursuant to a Permitted Transfer in accordance with the terms of this Agreement, and (iii) no person or entity will be afforded any of the benefits of this Agreement unless such person is (A) a stockholder of record of the Company that received shares of Parent Common Stock pursuant to the terms of the Merger Agreement and has executed this Agreement, or (B) is a Permitted Transferee that received Registrable Stock pursuant to a Permitted Transfer in accordance with the terms of this Agreement. (c) For purposes of this Agreement, a “Permitted Transferee” is: (i) any equity holder of a closely-held entity who (A) is transferred Registrable Securities pursuant to a Qualified Distribution, and (B) is not otherwise, before or as a result of such transfer, deemed to be an affiliate (as defined in Rule 144 and as determined by Parent in its remaining Registrable Securities. If good faith discretion) of Parent; and (ii) if such Holder is an individual, the immediate family members of such Holder, or a Designated Stockholder assigns its rights trust for the benefit of such Holder or one or more of such Holder’s immediately family members; provided, however, that in each of clauses (i) and (ii), no person or entity shall be deemed a Permitted Transferee under this Agreement in connection with to the transfer of all of its extent that such person or entity was transferred Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedStock from a Permitted Transferee.

Transfer of Registration Rights. (ia) Each Designated Stockholder Code may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with to any transferee of the lesser of (i) at least 20% of Code's initial holdings of Registrable Securities and (ii) all of Code's remaining Registrable Securities (each, a "transferee"). No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from Code of an intention to transfer such registration rights at least 15 days prior to the transfer thereof. Such notice, if sent prior to the date of transfer of the underlying Registrable Securities, need not contain the name a proposed transferee. On or before the later of (i) the transfer of less than all the registration rights or (ii) the transfer of its the underlying Registrable Securities, the Designated Stockholder Company shall receive a written notice stating (to the extent not included in the notice of transfer of registration rights) the name and address of any transferee of the registration rights and identifying the amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred. In connection with any such transfer, the term "Code" as used in this Agreement (other than in this Section 11, Section 3(b) (i) (2), Section 4 and Section 1(c) (iii)) shall, where appropriate to assign the rights and obligations of Code hereunder to such direct transferee, be deemed to refer to the transferee holder of such Registrable Securities. Code and such transferees may exercise the registration rights hereunder in such proportion and upon the demand of such Holder as they shall agree among themselves, PROVIDED that in no event shall the Company be required to effect more than one registration pursuant to Section 2 of this Agreement in any 6 month period and that each such registration shall be at the request of not more than one Holder. (b) After any such transfer, Code shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by Code. (c) Upon the request of Code, the Company shall execute a Designated Stockholder assigns its rights under this Registration Rights Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights transferee or obligations under a proposed transferee substantially similar to this Agreement, except and any demand registrations granted to such transferee shall limit the demand registrations to which Code is entitled under Section 9 hereof in respect of offerings in which it participated2(a) hereof.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of a majority of the transfer then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than [two] occasions after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than all a majority but more than 25% of its the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than [two] occasions, and (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than [one] occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of a transfer no later than 10 business days after the Holder enters into a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the Designated Stockholder term Transocean as used in this Agreement (other than in Sections 2(a)(iii) and 5(a)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Transocean and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a "Permitted Transferee"); provided, however, that -------- ------- (i) with respect to any transferee of a majority of the transfer then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than all a majority but more than 25% of its the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of a transfer no later than 10 business days after the Holder enters into a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the Designated Stockholder term Transocean as used in this Agreement (other than in Sections 2(a)(iii) and 5(a)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Transocean and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. The registration rights of a Holder under this Agreement with respect to any Registrable Securities may be transferred or assigned (i) Each Designated Stockholder may to an Affiliate of such Holder, (ii) if Holder is an individual, to an immediate family member or trust for the benefit of such Holder or one or more of such Holder’s immediate family members, (iii) pursuant to the laws of testamentary or intestate succession or otherwise involuntarily transferred by operation of law, or (iv) if Holder is a partnership, corporation, or limited liability company, to a partner, stockholder or member thereof; provided, however, that (i) such Holder shall, to the extent practicable, give Parent written notice prior to the time of such transfer or pledge Registrable Securities stating the name and address of the transferee and identifying the securities with respect to which the associated registration rights under this Agreement are being transferred; (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1ii) such Permitted Assignee or Pledgee agrees transferee shall agree in writing writing, in form and substance reasonably satisfactory to Parent, to be bound as a Designated Stockholder Holder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, ; and (2) (Aiii) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities securities by such Permitted Assignee or Pledgee would transferee shall be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all extent set forth under Applicable Securities Laws. Each such Registrable Securities could not be sold in Holder that has transferred or assigned such registration rights is referred to as a single sale, without any limitation “Transferor Holder,” and each such transferee that has been transferred or assigned such registration rights is referred to as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such a “Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transferTransferee”. Upon any transfer notice to Parent that a Transferor Holder shall have transferred or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns assigned its rights under this Agreement to a Permitted Transferee and the delivery to Parent of the required Seller Documents for such Permitted Transferee, Parent shall promptly file a supplement or amendment to the prospectus forming a part of the Registration Statement setting forth the appropriate information regarding the Permitted Transferee as a selling shareholder thereunder; provided that Parent shall not be required to file more than one (1) such supplement or amendment in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedany four (4) week period.

Transfer of Registration Rights. (ia) Each Designated Stockholder Any Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by upon the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee to any member of the Xxxxxxxx Affiliated Group or Pledgee would be restricted under the Securities Act and, in the opinion upon transfer of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could constituting not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more less than 15% of the outstanding shares of Common Stock as of the date Company (including any securities described in clause (ii) of the definition of Registrable Securities) to any transferee not a member of the Xxxxxxxx Xxxxxxxxxx Group. Any such transfer shall be effective upon receipt by the Company of written notice from the transferor stating the name and address of the transferee and identifying the amount of Registrable Securities with respect to which rights under this Agreement are being transferred. Any such transferee shall enter into a Joinder Agreement substantially in the form of Exhibit A hereto at the time of the transfer. (b) The Registrable Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Upon Accordingly, the Holders shall not, directly or through others, offer or sell any shares of Registrable Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d)pursuant to an effective registration statement, the Holders shall notify the Company of such transfer and the Company may require the Holders to provide, prior to such transfer, such securities shall no longer constitute Registrable Securities, except evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any shares of Registrable Securities that are pledged or made the subject to be transferred in contravention of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge (including by way of foreclosure to satisfy the underlying obligation for which the pledge was made) or Hedging Transaction Transaction, shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of a majority of the transfer then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than all a majority but more than 25% of its the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of a transfer no later than 10 business days after the Holder enters into a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the Designated Stockholder term Transocean as used in this Agreement (other than in Sections 2(a)(iii) and 5(a)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Transocean and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of a majority of the transfer then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than three occasions after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than all a majority but more than 25% of its the then outstanding shares of Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section 10 shall be effective unless the Company has received written notice from the Holder of a transfer no later than 10 business days after the Holder enters into a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the Designated Stockholder term TTWF as used in this Agreement (other than in Sections 2(a)(iii) and 5(a)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. TTWF and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration any portion of its rights under this Agreement (including transfers occurring by operation except the rights of law or by reason such Holder (if any) under Section 12 hereof, the transfer of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to which rights shall be bound as a Designated Stockholder governed by the provisions of this AgreementSection 12) to any transferee of Registrable Securities that represent (assuming the conversion, exchange, or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each a "Permitted Transferee"); PROVIDED, HOWEVER, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such agreement being substantially in the form of Annex A heretotransferee pursuant to Section 2 hereof on more than two occasions, and (2ii) (A) immediately following such transfer with respect to any transferee of 30% or pledgeless of the then issued and outstanding Voting Stock, the further disposition or Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of such registration rights pursuant to this Section 11 shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, (ten days in the opinion event of counsel reasonably satisfactory to an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the Companytime of the transfer, the entire Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made with respect to which the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in are being transferred and the scope of the rights so transferred. In connection with any such transfer, the transfer term BCC, as used in this Agreement (other than in Section 12 and Section 2(a)(iv)), shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of less than all of its such Registrable Securities. BCC and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe, any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder The Holders may transfer all or pledge Registrable Securities with the associated registration any portion of their rights under this Agreement to any transferee of Registrable Securities constituting not less than five percent (including transfers occurring 5%) of the outstanding Ordinary Shares of Registrable Securities (each, a “Transferee”); provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by operation of law or by reason of intestacya Holder (i) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) which is (A) immediately following such transfer or pledgea partnership to its partners in accordance with partnership interests, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) a limited liability company to its members in accordance with their interest in the limited liability company, or (C) a corporation to its stockholders in accordance with their interests in the corporation or (ii) to its parent company which wholly owns such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% Holder or to a wholly owned subsidiary. Any transfer of registration rights pursuant to this Section 2.10 shall be effective upon receipt by Gazit of written notice from such Holder stating the outstanding shares name and address of Common Stock as of any Transferee and identifying the date of such transfer. Upon any transfer or pledge amount of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made with respect to which the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in are being transferred and the nature of the rights so transferred. In connection with any such transfer, the transfer term “Holder,” as used in this Agreement shall, where appropriate to assign such rights and obligations to such Transferee, be deemed to refer to or include the Transferee holder of less than all of its such Registrable Securities. In connection with any such transfer by a Norstar Party pursuant to clause (ii) above, the Designated Stockholder term “Norstar Party,” as used in this Agreement shall, where appropriate to assign such rights and obligations to such Transferee, be deemed to refer to or include the Transferee holder of such Registrable Securities. (b) After such transfer, each Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such Holder. (c) Upon the request of any Holder, Gazit shall execute a Designated Stockholder assigns its rights under this Registration Rights Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights Transferee or obligations under a proposed Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with the transfer respect to any transferee of less than all a majority but more than 30% of its the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term HTE as used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. HTE and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with the transfer respect to any transferee of less than all a majority but more than 30% of its the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Xxxxxx as used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Xxxxxx and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. If and to the extent that the Holder sells or otherwise disposes of Warrant Shares in any transaction that does not require registration under the Act (other than a transaction exempted under Rule 144), the rights of the Holder hereunder with respect to such Warrant Shares will be assignable to the transferee of such Warrant Shares; provided, however, that (i) Each Designated Stockholder may transfer or pledge Registrable Securities such transferee agrees in writing with the associated registration rights Company to be bound by all of the terms and conditions of this Schedule C and (ii) the Company’s aggregate obligation under this Agreement (including transfers occurring by operation of law or by reason of intestacy) Section 2 hereof with respect to a Permitted Assignee or a pledgee (“Pledgee”) only if the Holder and all such transferees shall not extend to more than one (1) such Permitted Assignee registration in total. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY INTEREST HEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS AN APPLICABLE REGISTRATION STATEMENT UNDER SUCH ACT AND RULES AND REGULATIONS THEREUNDER IS THEN IN EFFECT, OR IN THE OPINION OF HOLDER’S COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY), SUCH REGISTRATION UNDER SUCH ACT IS NOT REQUIRED. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH ARTICLE III OF THIS WARRANT. THIS IS TO CERTIFY THAT, for value received, HAYDEN COMMUNICATIONS, INC., or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, its permitted and registered assigns (2) (A) immediately following such transfer or pledgecollectively, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under “Holder”), is entitled to purchase from the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding Company 60,000 shares of Common Stock as at a purchase price payable upon exercise hereof (the “Exercise Price”) of $0.59 per share. The Common Stock and the date of such transferExercise Price are subject to adjustment in accordance with Article IV hereof. Upon any transfer or pledge of Registrable Securities other than as set forth Certain terms used in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that Warrant are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement defined in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.Article V.

Transfer of Registration Rights. (ia) Each Designated Stockholder The Key Holders may transfer all or pledge Registrable Securities with the associated registration any portion of their then-remaining rights under this Agreement to any transferee who acquires at least fifteen percent (including transfers occurring by operation 15%) of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder the Registrable Common Stock initially received by the provisions of this AgreementKey Holders pursuant to the Plan (each, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or a “transferee”). Any transfer of such Registrable Securities registration rights pursuant to this Section 14 shall be effective upon receipt by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in Company of (i) written notice from the opinion Key Holders stating the name and address of counsel reasonably satisfactory to any transferee and identifying the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of with respect to which the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in are being transferred and the nature of the rights so transferred and (ii) a written agreement from the transferee to be bound by all of the terms of this Agreement. In connection with the transfer of less than all of its Registrable Securitiesany such transfer, the Designated Stockholder term “Key Holders” as used in this Agreement shall, where appropriate to assign such rights to such transferees, be deemed to refer to the transferee holders of such Registrable Common Stock. The Key Holders and such transferees may exercise the registration rights hereunder in such proportion (not to exceed the then-remaining rights hereunder) as they shall agree among themselves. For further clarification, (i) in no event shall the aggregate number of rights to request a Demand Registration hereunder (the “Demand Rights”) be greater than the number of Demand Rights granted on the date hereof and (ii) the initial Key Holders and their transferees shall not have in the aggregate a greater number of Demand Rights than such number of Demand Rights remaining at the time of any such transfer. (b) After such transfer, the Key Holders shall retain its their rights under this Agreement with respect to its remaining all other Registrable SecuritiesCommon Stock owned by the Key Holders. If Upon the request of the Key Holders, the Company shall execute a Designated Stockholder assigns its rights under this Registration Rights Agreement in connection with such transferee or a proposed transferee substantially similar to the transfer applicable sections of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder LNC may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with to any transferee of the lesser of (i) at least 20% of LNC's initial holdings of Registrable Securities and (ii) all of LNC's remaining Registrable Securities (each, a "transferee"). No transfer of less registration rights pursuant to this Section shall be effective unless the Company has received written notice from LNC of an intention to transfer of at least 30 days prior to LNC entering into a binding agreement to transfer Registrable Securities (10 business days in the event of an unsolicited offer. Such notice need not contain proposed terms or name a proposed transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any transferee and identifying the amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights to transferred. In connection, with any such transfer, the term "LNC" as used in this Agreement (other than all in this Section 11, Section 3(a)(1)(2) and Section (1)(c)(iii) hereof shall, where appropriate to assign the rights and obligations of its LNC hereunder to such direct transferee, be deemed to refer to the transferee holder of such Registrable Securities. LNC and such transferees may exercise the registration rights hereunder in such proportion and upon the demand of such Holder as they shall agree among themselves, that in no event shall the Designated Stockholder Company be required to effect more than one registration pursuant to Section 2 of this Agreement in any 12 month period and that each such registration shall be at the request of not more than one Holder. (b) After any such transfer, LNC shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by LNC. (c) Upon the request of LNC, the Company shall execute a Designated Stockholder assigns its rights under this Registration Rights Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights transferee or obligations under a proposed transferee substantially similar to this Agreement, except and any demand registrations granted to such transferee shall limit the demand registrations to which LNC is entitled under Section 9 hereof in respect of offerings in which it participated2(a) hereof.

Transfer of Registration Rights. (a) Each Stockholder may in its sole discretion transfer all or any portion of its then-remaining registration rights under Sections 2 through 11 of this Agreement to (i) Each Designated any Affiliate of such Stockholder may or (ii) any transferee who would satisfy the definition of a “Demand Stockholder” as a result of the acquisition of Warrants or Warrant Shares (other than, in the case of the Warrant Shares, pursuant to an effective Registration Statement) (each, a “Permitted Transferee”). Any transfer or pledge of registration rights pursuant to this Section 12(a) shall be effective upon receipt by the Company of (x) written notice from the Stockholder stating the name and address of any Permitted Transferee and identifying the amount of Registrable Securities with respect to which the associated registration rights under this Agreement are being transferred and the nature of the rights so transferred and (y) a joinder, in the form attached as Exhibit B hereto (the “Joinder”), providing that the Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Section 12) or another written agreement from the transferee to be bound by the terms of this Agreement, . In connection with any such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledgetransfer, the further disposition or transfer term “Stockholders” as used in this Agreement shall, where appropriate to assign such rights to such Permitted Transferee, be deemed to include the Permitted Transferee holder of such Registrable Securities by Securities. The Stockholders and such Permitted Assignee or Pledgee would be restricted under Transferees may exercise the Securities Act and, registration rights hereunder in such proportion (not to exceed the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation then-remaining registration rights hereunder) as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities they shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transactionagree among themselves. (iib) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable SecuritiesAfter such transfer, the Designated transferring Stockholder shall retain its rights under this Agreement with respect to its remaining all other Registrable SecuritiesSecurities owned by such Stockholder. If Upon request of the transferring Stockholder, the Company shall execute a Designated Stockholder assigns its Joinder or another investor rights under this Agreement in connection agreement with such Permitted Transferee or a proposed transferee substantially similar to the transfer applicable sections of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder The Key Holders may transfer all or pledge Registrable Securities with the associated registration any portion of their then-remaining rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1transferee who acquires at least 15% of the outstanding shares of Registrable Common Stock as initially received by the Key Holders pursuant to the Plan (each, a “transferee”). Any transfer of registration rights pursuant to this Section 14 shall be effective upon receipt by the date Company of such transfer. Upon (i) written notice from the Key Holders stating the name and address of any transfer or pledge transferee and identifying the amount of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made Common Stock with respect to which the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in are being transferred and the nature of the rights so transferred and (ii) a written agreement from the transferee to be bound by all of the terms of this Agreement. In connection with the transfer of less than all of its Registrable Securitiesany such transfer, the Designated Stockholder term “Key Holders” as used in this Agreement shall, where appropriate to assign such rights to such transferees, be deemed to refer to the transferee holders of such Registrable Common Stock. The Key Holders and such transferees may exercise the registration rights hereunder in such proportion (not to exceed the then-remaining rights hereunder) as they shall agree among themselves. For further clarification, (i) in no event shall the aggregate number of rights to request a Demand Registration hereunder (the “Demand Rights”) be greater than the number of Demand Rights granted on the date hereof and (ii) the initial Key Holders and their transferees shall not have in the aggregate a greater number of Demand Rights than such number of Demand Rights remaining at the time of any such transfer. (b) After such transfer, the Key Holders shall retain its their rights under this Agreement with respect to its remaining all other Registrable SecuritiesCommon Stock owned by the Key Holders. If Upon the request of the Key Holders, the Company shall execute a Designated Stockholder assigns its rights under this Registration Rights Agreement in connection with such transferee or a proposed transferee substantially similar to the transfer applicable sections of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. The registration rights of a Holder under this Agreement with respect to any Registrable Securities may be transferred or assigned (i) Each Designated Stockholder may to an Affiliate of such Holder, (ii) if Holder is an individual, to an immediate family member or trust for the benefit of such Holder or one or more of such Holder’s immediate family members, (iii) pursuant to the laws of testamentary or intestate succession or otherwise involuntarily transferred by operation of law, or (iv) if Holder is a partnership, corporation, or limited liability company, to a partner, stockholder or member thereof; provided, however, that (i) such Holder shall give Parent written notice prior to the time of such transfer or pledge Registrable Securities stating the name and address of the transferee and identifying the securities with respect to which the associated registration rights under this Agreement are being transferred; (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1ii) such Permitted Assignee or Pledgee agrees transferee shall agree in writing writing, in form and substance reasonably satisfactory to Parent, to be bound as a Designated Stockholder Holder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, ; and (2) (Aiii) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities securities by such Permitted Assignee or Pledgee would transferee shall be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all extent set forth under Applicable Securities Laws. Each such Registrable Securities could not be sold in Holder that has transferred or assigned such registration rights is referred to as a single sale, without any limitation “Transferor Holder,” and each such transferee that has been transferred or assigned such registration rights is referred to as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such a “Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transferTransferee”. Upon any transfer notice to Parent that a Transferor Holder shall have transferred or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns assigned its rights under this Agreement to a Permitted Transferee and the delivery to Parent of the required Seller Documents for such Permitted Transferee, Parent shall promptly file a supplement or amendment to the prospectus forming a part of the Registration Statement setting forth the appropriate information regarding the Permitted Transferee as a selling shareholder thereunder; provided that Parent shall not be required to file more than one (1) such supplement or amendment in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedany four (4) week period.

Transfer of Registration Rights. (ia) Each Designated Stockholder may transfer or pledge Registrable Securities with The rights and obligations of the associated registration rights Holders under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A heretorights and obligations under Section 2.06, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act andwhich, in the opinion case of counsel reasonably satisfactory obligations of a Holder and any Permitted Transferees of such Holder, shall be several and not joint) may be transferred or assigned to (i) by a Holder to any Affiliate of such Holder or (ii) any Person that directly acquires from the CompanyHolder, the entire amount of all such Registrable Securities could not be sold in a single saletransaction, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more in an amount equal to or greater than 1% two percent (2%) of the outstanding shares of Common Stock as (or, if less, all Registrable Securities then held by such Holder and its Affiliates) (each such Person, a “Permitted Transferee”), but only if (x) such transfer or assignment is agreed to in writing, and a copy of such agreement is furnished to the Company prior to or concurrently with such transfer or assignment, (y) prior to or concurrently with such transfer or assignment, such Permitted Transferee furnishes the Company with written notice of the date name and address of such transfer. Upon any transfer or pledge Permitted Transferee and the number of Registrable Securities other than as set forth with respect to which such registration rights are being transferred or assigned and (z) the Permitted Transferee agrees in this Section 2(d)writing with the Company to be bound by all the provisions and obligations contained herein applicable to the respective Holder, such securities agreement being in a form reasonably satisfactory to the Company. The rights and obligations under this Agreement of any Permitted Transferee shall no longer constitute Registrable Securities, except terminate automatically upon the date that any all Registrable Securities that are pledged held by such Permitted Transferee (together with the Registrable Securities held by its Affiliates) may be sold in a single day without notice or made manner of sale restrictions and, if the subject Company has not complied with its periodic reporting requirements under the Exchange Act, without current information, pursuant to, and in accordance with, Rule 144 (giving effect, if applicable, to “tacking” the holding period of the Holder). (b) In the event the Company engages in a Hedging Transaction, merger or consolidation in which the Registrable Securities are not ultimately disposed converted into securities of by another Person, appropriate arrangements will be made so that the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its registration rights provided under this Agreement in connection with continue to be provided to the transfer Holders and any Permitted Transferee by the issuer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participatedsecurities.

Transfer of Registration Rights. The rights to cause the Company to register a Holder's Shares under this Agreement may be assigned by such Holder (or its assignee) to (i) Each Designated Stockholder may transfer or pledge any affiliate of the Holder to which Registrable Securities with the associated registration rights under this Agreement have been transferred or (including transfers occurring by operation of law or by reason of intestacyii) to a Permitted Assignee transferee that acquires from a Holder (or a pledgee its assignee) at least twenty-five percent (“Pledgee”25%) only if or more of the Registrable Securities (1or related promissory Notes) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder originally acquired by the provisions transferring Holder, provided that the Company is given notice by the Holder at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which these rights are being assigned. "Market Stand-Off" Agreement. Holder agrees, if requested by the Company or an underwriter of Common Stock (or other securities) of the Company, not to sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the 180-day period following the effective date of a registration statement of the Company filed under the Securities Act. Termination of Registration Rights. The obligations of the Company to register the Registerable Securities pursuant to Section 3 shall terminate as to any holder upon the date when all Registerable Securities held by such Holder may be sold by the Holder during a 12-month period pursuant to SEC Rule 144. All other obligations of the Company to register Registerable Securities pursuant to this Agreement shall terminate as to any holder on the earlier of: (i) the date when all Registerable Securities held by such Holder may be sold by the Holder during a 12-month period pursuant to SEC Rule 144, or (ii) two (2)years from the effective date of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. The rights and obligations of a Holder under this Agreement may be transferred or otherwise assigned to: (i) Each Designated Stockholder may transfer a transferee or pledge Registrable Securities assignee of Series D Preferred Units or Common Units issued upon conversion of Series D Preferred Units provided that (A) such Series D Preferred Units or Common Units represent all of such Holder's Series D Preferred Units and/or Common Units issued upon conversion of Series D Preferred Units, (B) such Series D Preferred Units or Common Units are transferred in accordance with the associated registration rights under terms of the Partnership Agreement, (C) such transferee or assignee becomes a party to this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound subject to the terms hereof to the same extent as if such transferee or assignee were an original party hereunder and (D) the Company is given written notice by such Holder of such transfer or assignment stating the name and address of such transferee or assignee and identifying the securities with regard to which such rights and obligations are being transferred or assigned; or (ii) a Designated Stockholder by transferee or assignee of Preferred Shares or Common Shares issued upon redemption of Common Units or conversion of Preferred Shares that have not been issued pursuant to an Issuance Registration Statement, provided that (E) such Preferred Shares or Common Shares represent all of such Holder's Preferred Shares and/or Common Shares issued upon redemption of Common Units or conversion of Preferred Shares, (F) such Preferred Shares or Common Shares are transferred in accordance with the provisions Company's Articles of Incorporation, as amended from time to time, (G) such transferee or assignee becomes a party to this Agreement, Agreement or agrees in writing to be subject to the terms hereof to the same extent as if such agreement being substantially in the form of Annex A heretotransferee or assignee were an original party hereunder, and (2H) (A) immediately following the Company is given written notice by such Holder of such transfer or pledge, assignment stating the further disposition or transfer name and address of such Registrable Securities by transferee or assignee and identifying the securities with regard to which such Permitted Assignee rights and obligations are being transferred or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transactionassigned. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder A Holder may transfer all or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation any portion of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company’s Voting Stock) at least 10% of the then issued and outstanding Voting Stock of the Company (each, a “Permitted Transferee”); provided, however, that (i) with the transfer respect to any transferee of less than all a majority but more than 30% of its the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less but 10% or more of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice at the time of or within a reasonable time after said transfer, stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Xxxxxx as used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Xxxxxx and any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the Designated Stockholder transferring Holder shall retain its rights under this Agreement with respect to its remaining all other Registrable Securities. If Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under Permitted Transferee substantially similar to this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

Transfer of Registration Rights. (ia) Each Designated Stockholder The rights to cause the Company to register securities granted by the Company under Sections 2, 5 and 6 may transfer or pledge be assigned in writing by any Holder of Registrable Securities to a partner, shareholder, equity holder, officer or director of any Holder without regard to the number of Registrable Securities transferred or assigned or to a transferee or assignee of not less than 10,000 shares of the Registrable Securities (as appropriately adjusted from time to time for stock splits and the like) if such transfer may otherwise be effected in accordance with applicable securities laws and if the associated Company is given written notice by such Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights under this Agreement (including transfers occurring by operation of law are being assigned and if such transferee or by reason of intestacy) assignee executes and delivers to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees the Company an agreement in writing form and substance satisfactory to the Company agreeing to be bound as a Designated Stockholder by the all terms and provisions of this Agreementagreement applicable to a Holder. (b) The rights of Cypress to cause the Company to register securities under Sections 3 and 4 may be assigned to a successor-in-interest of all or substantially all the stock and/or assets of Cypress. (c) The right of Cypress to cause the Company to register securities under Section 3 may be assigned, prior to the Initial Public Offering, to a transferee or assignee (or, subject to Section 12(e), transferees or assignees) of not less than an aggregate 3,000,000 shares of the Cypress Stock (as appropriately adjusted from time to time for stock splits and the like) if such assignment or transfer may otherwise be effected in accordance with applicable securities laws and if the Company is given written notice by Cypress at the time of or within a reasonable time after said transfer, stating the name and address of said transferee(s) or assignee(s) and identifying the securities with respect to which such registration rights are being assigned and if such transferee(s) or assignee(s) execute(s) and deliver(s) to the Company an agreement being substantially in form and substance satisfactory to the form Company agreeing to be bound by all terms and provisions of Annex A heretothis agreement applicable to Cypress. If, and (2) (A) immediately following after such transfer or pledgeassignment, the further disposition Cypress has so transferred or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of assigned all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d)Cypress Stock, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. (ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder Cypress shall have no further rights pursuant to Section 3. Notwithstanding any transfer or assignment by Cypress pursuant to this Section 12(c), the rights under Section 3 may be exercised only once by all Holders of rights under Section 3 (including Cypress), collectively, as if such Holders were Cypress. In the event the Company receives a written request to register securities pursuant to Section 3(a), it shall promptly give written notice of the proposed registration to all other Holders of rights under Section 3 and shall include in such registration all or such portion of the Registrable Securities of any such Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after written notice by the Company to such Holder or Holders pursuant to this paragraph is given. After the Company has effected one (1) registration under Section 3, the Company shall not be obligated to take any action to effect any further registration, qualification, or compliance pursuant to Section 3. (d) The right of Cypress under Section 4 may be assigned, prior to the Initial Public Offering, to a transferee or assignee (or, subject to Section 12(e), transferees or assignees) of not less than an aggregate 3,000,000 shares of the Cypress Stock (as appropriately adjusted from time to time for stock splits and the like) if such assignment or transfer may otherwise be effected in accordance with applicable securities laws and if the Company is given written notice by Cypress at the time of or within a reasonable time after said transfer, stating the name and address of said transferee(s) or assignee(s) and identifying the securities with respect to which such registration rights are being assigned and if: (i) such transferee(s) or assignee(s) execute(s) and deliver(s) to the Company an agreement in form and substance satisfactory to the Company agreeing to be bound by all terms and provisions of this agreement applicable to Cypress and by all terms and provisions of Cypress's confidentiality obligations under this Section 5.1 of the Termination Agreement; and (ii) such transferee(s) or assignee(s) execute(s) and deliver(s) to the Company an agreement in form and substance satisfactory to the Company agreeing not to sell, except in any 90-day period, more than one percent (1%) of the total outstanding shares of capital stock of the Company outstanding, as shown by the Company's most recent report filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, for as long as the registration statement filed by the Company under Section 9 hereof 4 is effective. (e) For purposes of clarification, the right of Cypress to assign its rights under Section 3 or Section 4 pursuant to Section 12(c) and Section 12(d) shall include: (i) an assignment to a group of transferees or assignees of not less than an aggregate 3,000,000 shares, provided that (A) all assignees or transferees in respect such group appoint a single attorney-in-fact for the purpose of offerings exercising any rights, receiving notices or taking any action under Section 3 or Section 4 and (B) such group involves a relationship between two or more persons who are affiliates of each other; and (ii) the right to transfer such rights to multiple transferees or assignees provided that (A) each such transfer or assignment involves at least 3,000,000 shares and (B) for purposes of exercising rights under Section 3, all such transferees or assignees coordinate the exercise of the single demand registration right provided in which it participatedSection 12(c) above. As used in the preceding sentence, an "affiliate" means any corporation or other entity controlled by, controlling, or under common control with such person, with "control" meaning direct or indirect beneficial ownership of fifty percent (50%) or more of the voting stock of such corporation or a fifty percent (50%) or greater interest in the decision-making authority of such other entity.