Common use of Transfer of Rights Clause in Contracts

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any of its rights under this Agreement, subject to Section 3.8 hereof, to any transferee of Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Each Stockholder acknowledges and agrees that it may not transfer all or any of its registration rights under this AgreementAgreement except (i) to its affiliates or pursuant to an in-kind distribution, subject in each case, in accordance with this Article VI or (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld. (b) In the case of a transfer of shares to Section 3.8 hereofan affiliate of a Stockholder, to any transferee the registration rights of Registrable Securities held by such Refinitiv Holder Stockholder with respect to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights transferred shares will be transferred to such affiliate effective upon receipt by the Company of (i) written notice from such Refinitiv Holder Stockholder stating the name and address of any such affiliate transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder Stockholder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders Stockholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities shares pursuant to Section 6.5 6.4 of this Agreement with an ability to resell Registrable Securities resale shares off of a shelf registration statement, such in-kind transferees will, as transferee SecurityholdersStockholders, be entitled to the rights under this Agreement applicable to the Registrable Securities shares so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) abovetransferred. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other SecurityholdersStockholders, and as to which no lockup will arise. (d) In the event the Company engages in a merger or consolidation in which the shares are converted into securities of another company, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Stockholders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless Stockholders then holding a majority of the shares otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any of its The rights and/or obligations under this Agreement, subject including, without limitation, the right to information under Section 3.8 hereof2, the right of first refusal under Section 3 and the right to any transferee of Registrable Securities held by such Refinitiv Holder cause the Company to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt Register securities granted by the Company of to the Investors under this Agreement, may be transferred, assigned or novated by any Holder provided that (i) the transferee or assignee must acquire at least 20,000 shares of such Holder’s Registrable Securities (equitably adjusted for any stock splits, subdivisions, stock dividends, changes, combinations or the like) and the shares of Convertible Securities or Registrable Securities acquired by said transferee or assignee must constitute at least 20% of Holder’s aggregate of Convertible Securities and Registrable Securities immediately prior to the transfer, assignment or novation, (ii) the Company must receive written notice from such Refinitiv Holder prior to the time of said transfer, assignment or novation, stating the name and address of any said transferee or assignee and identifying the number of shares of Registrable Securities securities with respect to which such rights under this Agreement are being transferred and assigned, (iii) the nature transferee or assignee of such rights must not be a person deemed by the Board of Directors of the rights so transferredCompany, and in its reasonable judgment, to be a competitor or potential competitor of the Company, (iiiv) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement transferee or assignee must agree to be bound by the terms and conditions of this Agreement. Following any ; and (v) such transfer, the Company and the transferring Refinitiv assignment or novation of Convertible Securities or Registrable Securities is made in compliance with applicable securities laws. The foregoing notwithstanding, any Holder will notify the other Securityholders as to who the transferees are and the nature of the may transfer, assign or novate its rights so transferred. (b) No Bank Holder shall assign all or any part of under this Agreement and any and all of its Registrable Securities without the prior written consent of the Company or regard to the restrictions of clause (i) above to such Holder’s affiliates, partners, members or any person who otherwise controls, is controlled by or is under common control with such Holder, and the Refinitiv HoldersCompany shall use its reasonable best efforts to effectuate such transfer, assignment or novation; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following connection with any such transfer, assignment or novation, upon the Company Company’s reasonable request, such transferee or assignee shall provide a customary representation with respect to its affiliate status, and in the transferring Bank case of a sale of Registrable Securities initially sold to a Holder will notify pursuant to Regulation S, that such transferee or assignee is (a) a non-U.S. person (as defined in Regulation S), (b) that the other Securityholders as to who the transferees are and the nature of the rights so transferred. applicable distribution compliance period under Regulation S has been complied with, or (c) In that such transfer, assignment or novation is otherwise being made in compliance with an exemption from registration under the case Securities Act. The Company may unilaterally waive any part or all of an in-kind distribution the conditions to transfer, assignment or novation contained in this Section 14 (a “Waiver Transaction”), and will grant a similar waiver to each Major Series E Investor and each Wellington Investor (other than the transferor or assignor in the Waiver Transaction) provided that the closing of Registrable Securities the transfer, assignment or novation by such Major Series E Investor or Wellington Investor occurs within 30 days of the Waiver Transaction and that the terms and conditions of the transfer, assignment or novation by such Major Series E Investor or Wellington Investor are substantially similar to the terms and conditions of the Waiver Transaction, including without limitation, the number of shares to be transferred, assigned or novated and the relationship of the transferee or assignee to the transferor, all as reasonably determined by the Company. Notwithstanding anything herein to the contrary, to the extent a Major Series E Investor, Wellington Investor or Senior Investor transfers Shares pursuant to this Section 6.5 of this Agreement with an ability 14 and in connection therewith proposes to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the transfer its rights under this Agreement applicable which are conveyed to the Registrable Securities so transferred without the requirement to enter into it as a written agreement pursuant to Section 6.1(a) result of its status as a Major Series E Investor, Wellington Investor or (b) above. In that regardSenior Investor, howeverrespectively, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by transferor shall notify the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationtransfer of rights and upon the transfer becoming effective, the Company applicable transferee shall cause any assume such NewCo to enter into rights and the transferor shall itself no longer qualify hereunder as a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this AgreementMajor Series E Investor, giving due consideration to the nature of NewCo and other relevant considerationsWellington Investor or Senior Investor, as applicable. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv A Holder may transfer all or any portion of its rights with respect to the Registrable Securities under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee Person (each, a “Transferee”), and any such Transferee may likewise transfer all or any portion of the rights it acquires with respect to the Registrable Securities held by such Refinitiv to a subsequent Transferee. A Holder and any Transferee who transfers securities to the extent such transfer another Person is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. referred to herein as a “Transferring Holder.” (b) Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Transferring Holder stating the name and address of any transferee Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement of the Transferring Holder hereunder with respect to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so Registrable Securities transferred. (c) In the case event the Company engages in a merger or consolidation in which the shares of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees willCommon Stock or Preferred Stock, as transferee Securityholdersapplicable, are converted into securities of another company, appropriate arrangements will be entitled to made so that the registration rights provided under this Agreement applicable continue to be provided to Holders by the Registrable Securities so transferred without issuer of such securities. To the requirement to enter into a written agreement pursuant to Section 6.1(a) extent such new issuer, or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation provisions of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationthis Agreement, the Company shall cause will use its reasonable best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to unless otherwise agreed by the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Shareholder may transfer all or any of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee of Registrable Securities shares held by such Refinitiv Holder Shareholder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder Shareholder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder Shareholder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder Shareholder will notify the other Securityholders Shareholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities shares pursuant to Section 6.5 6.4 of this Agreement with an ability to resell Registrable Securities shares off of a shelf registration statement, such in-kind transferees will, as transferee SecurityholdersShareholders, be entitled to the rights under this Agreement applicable to the Registrable Securities shares so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other SecurityholdersShareholders, and as to which no lockup will arise. (c) In the event the Company engages in a merger or consolidation in which the shares are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Shareholders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will, unless Shareholders then holding a majority of the shares otherwise agree, use its best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (d) In addition, in the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder Shareholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder Shareholder that provides each such Securityholder Shareholder with registration rights vis-á-vis such NewCo that are substantially similar identical to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. The rights granted hereunder to cause the Company to register securities may be assigned to a transferee or assignee (but only with all related obligations) (a) Any Refinitiv of Holder may transfer who acquires at least 50% of the Registrable Securities originally purchased by Holder (or all of such Holder’s shares, if less) (as adjusted for stock splits, stock dividends, recapitalizations, reclassifications, combinations and the like); or (b) (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or shareholder of a Holder or that is an Affiliated Fund; provided that the assignees appoint a single attorney-in-fact for the purpose of exercising any of its rights rights, receiving notices or taking any action under this Agreement; and provided, subject to Section 3.8 hereoffurther, to any transferee of Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by each case: (A) the Company of (i) is, within a reasonable time after such transfer, furnished with written notice from such Refinitiv Holder stating of the name and address of any such transferee or assignee and identifying the securities with respect to which such registration rights are being assigned; (B) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 8 hereof; and (C) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred held by a transferee or assignee, the holdings of transferees and the nature assignees of the rights so transferred, and (iix) a joinder to this Agreement in the form partnership who are partners or retired partners of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms partnership, (y) a limited liability company who are members or retired members of this Agreement. Following any such transferlimited liability company (including spouses and ancestors, the Company lineal descendants and the transferring Refinitiv Holder will notify the other Securityholders as to siblings of such partners or members who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of acquire Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statementby gift, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(awill or intestate succession) or (bz) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions corporation who are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part affiliates of such separation, corporation shall be aggregated together and with the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerationspartnership or limited liability company. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any All rights of its rights under this Agreement, subject to Section 3.8 hereof, to any transferee of Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights Shareholders under this Agreement are being transferred and shall be transferable by Shareholders to a Related Transferee (as defined in the nature Shareholders Agreement) who acquires Registrable Securities in compliance with Section 4.1(f) of the rights so transferred, Shareholders Agreement and (ii) a joinder who executes an instrument in form and substance satisfactory to this Agreement the Company in the form of Exhibit A hereto evidencing such transferee’s agreement which it agrees to be bound by the terms of this Agreement as if an original signatory hereto, in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the The incidental registration rights so transferred. (b) No Bank Holder shall assign all or any part benefits of this Agreement without and the prior written consent demand registration rights, including indemnification by Company, shall be transferable by Shareholders only in a transaction permitted under Section 4.1(c) or 4.1(d) of the Shareholders Agreement to a transferee that is not an Affiliate of the Company and the Refinitiv Holders; providedwho receives at least an aggregate of 1,000,000 shares of Common Stock, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form case of Exhibit A incidental registration rights, or 2,500,000 shares of Common Stock or such lesser number of shares as would yield gross proceeds of not less than $50 million (as calculated in accordance with the first paragraph of Section 2.2) for each right to this Agreementdemand registration, in the case of demand registration rights. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statementany assignment, such in-kind transferees will, as transferee Securityholders, be entitled to the party or parties who have the rights and benefits of Shareholders under this Agreement applicable shall become parties to and be subject to this Agreement, and shall not, as a group, have the Registrable Securities so transferred without right to request any greater number of registrations than Shareholders would have had if no assignment had occurred. Upon any transfer of the requirement registration rights or benefits of this Agreement, Shareholders shall give Company written notice prior to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in promptly following such a written agreement will not be given demand or piggyback rights; rather, their means transfer stating the name and address of registered resale will be limited to sales off a shelf registration statement the transferee and identifying the securities with respect to which no special actions such rights are required being assigned. Such notice shall include or be accompanied by a written undertaking by the Company or transferee to comply with the other Securityholders, and as to which no lockup will arise. (d) obligations imposed hereunder. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement are transferred in accordance with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in the terms of this Agreement, giving due consideration any actions required to be taken by Shareholders will be taken with the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent approval of the Refinitiv Holdersholders of such registration rights who hold a majority of the Registrable Securities, whose actions shall bind all such holders of such registration rights provided that, any actions required to be taken by the Apollo/Blackstone Shareholders will be taken with the approval of the holders of such registration rights who hold a majority of the Registrable Securities originally held by the Apollo/Blackstone Shareholders or in such other manner as the Apollo/Blackstone Shareholders shall agree, whose actions shall bind all holders (including all non-Apollo/Blackstone Shareholders) of such registration rights. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder (the “Transferring Holder”) may transfer all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee (the “Transferee”) of any interests in the Registrable Securities held by such Refinitiv Holder to Transferring Holder; provided, that the extent demand registration rights of the Xxxxxx Holders set forth in Section 2 hereof are not transferable unless such Transferee purchases at least sixty six point sixty seven percent (66.67%) of the Registrable Securities held by the Xxxxxx Holders as of the date immediately following the IPO and any secondary offering contemplated by Section 2 of the IPO Agreement and provided, further, that such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has accordance with the Company. IPO Agreement. (b) Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Transferring Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement of the Transferring Holder hereunder with respect to the CompanyRegistrable Securities transferred. However, substantially in the form of Exhibit A to this Agreement. Following any if such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees Transferees are and the nature of the rights so transferred. (c) In the case of receiving Registrable Securities through an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities shares of Common Stock off of a shelf registration statementRegistration Statement, no such written agreement is required, and such in-kind transferees Transferees will, as transferee SecurityholdersHolders, be entitled as third party beneficiaries to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) abovetransferred. In that regard, however, in-kind transferees that do not enter in such a written agreement Transferees will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off of a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, Holders. The Company and the Transferring Holder will notify the other Holders as to which no lockup will arisewho the Transferees are and the nature of the rights so transferred. (dc) In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into securities of another company, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Holders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will use its reasonable best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. unless otherwise agreed by (ei) The Company shall not assign all or any part of this Agreement without the prior written consent Holders then holding a majority of the Refinitiv shares of Common Stock, and (ii) in the event that the Xxxxxx Holders hold more than one percent (1%) of the shares of Common Stock then outstanding, the Xxxxxx Holders holding a majority of Common Stock held by the Xxxxxx Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder To the extent the shares are permitted to be transferred under the Shareholders Agreement among the Stockholders and LuxCo (the “LuxCo Shareholders’ Agreement”), any Stockholder may transfer all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee of Registrable Securities shares held by such Refinitiv Holder Stockholder, other than pursuant to a Brokered Exchange Transaction (as such term is defined in the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the CompanyLuxCo Shareholders’ Agreement). Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder Stockholder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement Stockholder to be bound by the terms of this Agreement. Following any However, if such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of receiving shares through an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities resale shares off of a shelf registration statement, no such written agreement is required, and such in-kind transferees will, as transferee SecurityholdersStockholders, be entitled as third party beneficiaries to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) abovetransferred. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, Stockholders. The Company and the transferring Stockholder will notify the other Stockholders as to which no lockup will arisewho the transferees are and the nature of the rights so transferred. (db) In the event the Company engages in a merger or consolidation in which the shares are converted into securities of another company, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Stockholders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless Stockholders then holding a majority of the shares otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder An Investor may transfer all or any of assign, in whole or from time to time in part, to one or more Permitted Transferees, its rights and obligations under this Agreement, subject to Section 3.8 hereof, to any transferee of Registrable Securities held by Agreement and such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be transferred to such transferee effective upon receipt by the Company Pubco of (iA) written notice from such Refinitiv Holder Investor stating the name and address of any the transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (iiB) a joinder to this Agreement except in the form case of Exhibit A hereto evidencing a transfer to an existing Investor, a written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any A transferee of Registrable Securities who satisfies the conditions set forth in this Section 12(f) shall henceforth be an “Investor” for purposes of this Agreement and in the case of a transfer from a TOI Investor or Deerfield Investor, a transferee shall be considered a TOI Investor or Deerfield Investor as shall be applicable. In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the Company request of such holder, Pubco shall use its reasonable best efforts to amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any sell such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability such Resale Shelf Registration Statement; provided that in no event shall Pubco be required to resell Registrable Securities off of file a shelf registration statement, such inpost-kind transferees will, as transferee Securityholders, be entitled effective amendment to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into Resale Shelf Registration Statement unless Pubco receives a written agreement pursuant to Section 6.1(a) or (b) above. In request from the subsequent transferee, requesting that regardits shares of Common Stock be included in the Resale Shelf Registration Statement, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required all information reasonably requested by the Company or the other Securityholders, and as to which no lockup will arisePubco. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. 10.1. The Landlord shall be entitled to transfer its rights in the Leased Premises to any third party, provided that it does so while protecting all of the Tenant’s rights pursuant to the terms and conditions of this contract. The Landlord may continue construction of additional floors in the aforesaid property, provided that the same does not prevent the buyer’s reasonable use of the property and passage therefrom and thereto. The Landlord shall act insofar as possible to reduce interference, including construction of the frame at nighttime, advance coordination of acts that are related to the Tenant’s activity, etc. 10.2. Without derogating from the provisions of Section 7.1 above, the Tenant shall have the right to assign all or part of its rights in relation to this agreement, in each of the cases specified below: (a) Any Refinitiv Holder may transfer Transfer or assignment and/or permission of use of rights as aforesaid to a subsidiary and/or an affiliate and/or a sister company of the Tenant; (b) In case of a merger and/or acquisition and/or other transaction which the Tenant will perform, as a result of which the means of control of the Tenant will pass to a third party, and provided that the tenant to which the agreement shall have been assigned as aforesaid will fulfill all or the terms and conditions of this agreement. In any case of its assignment of rights under this Agreementas aforesaid, subject the following provisions shall apply: (1) The Tenant shall inform the Landlord of the assignment in advance; (2) The company to Section 3.8 hereof, to any transferee of Registrable Securities held by such Refinitiv Holder to which the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by assigned undertakes to sign an annex to this agreement whereby it assumes all of the Company undertakings in this agreement. The Landlord is afforded the opportunity to reasonably object to the assignment of (i) written notice from such Refinitiv Holder stating the name rights. 10.3. Even if this agreement provides otherwise, the parties agree that the Tenant may terminate the term of the lease early, if the Tenant offers the Landlord an alternate tenant which will come in its stead and address of any transferee and identifying sign a lease agreement with the number of shares of Registrable Securities with respect Landlord. The Landlord shall not unreasonably withhold its consent to which rights under this Agreement are being transferred and the nature transfer of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders alternate tenant as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth provided in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.section. [Initials] [Initials]

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee (the “Transferee”) of any interests in the Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the CompanyHolder. Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee the Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature and extent of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company rights and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature obligations of the rights Transferring Holder hereunder (to the extent so transferred as indicated in such notice) with respect to the Registrable Securities transferred. (b) No Bank Holder shall assign all or any part of this Agreement without In the prior written consent of event the Company engages in a merger, consolidation or other business combination in which the shares of Common Stock are converted into securities of another company, appropriate arrangements will be made so that the registration and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its related rights and obligations provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in whole a merger, consolidation or in part to any Permitted Transferee other business combination, was bound by registration rights obligations that becomes a party hereto by executing and delivering an assignment and joinder agreement to would conflict with the Company, substantially in the form provisions of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders use all commercially reasonable efforts to modify any such “inherited” registration rights obligations so as not to who the transferees are and the nature of interfere in any material respects with the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to unless otherwise agreed by the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (ai) Any Refinitiv Each Holder acknowledges and agrees that it may not transfer all or any of its registration rights under this AgreementAgreement except (A) to its Affiliates, subject to Section 3.8 hereof, (B) to any transferee Person to whom the Holder transfers the lesser of (1) all of its shares of Registrable Securities held by or (2) 10% of the then outstanding shares of Company Common Stock or (C) with the prior written consent of the Company, and provided that, in each case, the requirements of Section 7(a)(ii) are complied with. (ii) In the case of a transfer of shares of Company Common Stock pursuant to Section 7(a), the registration rights of such Refinitiv Holder with respect to the extent such transfer is not in violation transferred shares of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights Company Common Stock will be transferred to such transferee effective upon receipt by the Company of (iA) written notice from such Refinitiv Holder stating the name and address of any such transferee and identifying the number of shares of Registrable Securities Company Common Stock with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (iiB) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. , substantially in the form of the Joinder Agreement attached hereto as Exhibit A. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders Holders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (diii) In the event the Company engages in a merger or consolidation in which the Company Common Stock is converted into securities of another company, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Holders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities, unless Holders then holding 66 2/3% of the Registrable Securities otherwise agree. To the extent such new issuer, or any company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless Holders then holding 66 2/3% of the Registrable Securities otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Holdings may transfer all or any portion of its rights with respect to the Registrable Securities under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee Person (each, a “Transferee”), and any such Transferee may likewise transfer all or any portion of the rights it acquires with respect to the Registrable Securities held by such Refinitiv Holder to a subsequent Transferee; provided, that the demand registration rights of Holdings set forth in Section 2.01 hereof are not transferable unless, and then only to the extent that, Holdings expressly states that such rights have been transferred, and provided further, that any such transfer complies with applicable law. Holdings and any Transferee who transfers securities to another Person is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. referred to herein as a “Transferring Holder.” (b) Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Transferring Holder stating the name and address of any transferee Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement of the Transferring Holder hereunder with respect to the Company, substantially in the form of Exhibit A Registrable Securities transferred (subject to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred3.01(a)). (c) In the case event the Company engages in a merger or consolidation in which the Ordinary Shares are converted into securities of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf another company, appropriate arrangements will be made so that the registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable continue to be provided to Holders by the Registrable Securities so transferred without issuer of such securities. To the requirement to enter into a written agreement pursuant to Section 6.1(a) extent such new issuer, or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation provisions of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationthis Agreement, the Company shall cause will use its reasonable best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. unless otherwise agreed by (ei) The Company shall not assign all Holdings or any part of this Agreement without the prior written consent (ii) if Holdings owns less than 50% of the Refinitiv HoldersRegistrable Securities, Holders then owning a majority of the Registrable Securities. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder This Agreement is personal to the parties hereto and not assignable or transferable; provided, however, that notwithstanding the foregoing, a Stockholder may assign and transfer all or any of its rights and obligations under this Agreement, subject Agreement to Section 3.8 hereof, to any transferee a Permitted Transferee in connection with a transfer or sale of Registrable Securities held by to such Refinitiv Holder to the extent such Person, which assignment or transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will shall only be effective upon receipt by the Company of (i) written notice from a duly executed commitment by such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement Permitted Transferee to be bound by the terms of this Agreement. Following any , in the form attached hereto as Exhibit A, in which case this Agreement shall be assigned to, and may be enforced by, such transferPermitted Transferee, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature such Permitted Transferee shall thereupon have all of the rights so transferredand obligations of its transferor hereunder. (b) No Bank Holder shall assign all or any part of this Agreement without In the prior written consent of event the Company engages in a merger or consolidation in which the Registrable Securities are converted into securities of another company, and which securities are not tradable without registration under the Refinitiv Holders; providedSecurities Act, however, appropriate arrangements will be made so that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its registration rights and obligations provided under this Agreement continue to be provided to Stockholders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in whole a merger or in part to any Permitted Transferee consolidation, was bound by registration rights obligations that becomes a party hereto by executing and delivering an assignment and joinder agreement to would conflict with the Company, substantially in the form provisions of Exhibit A to this Agreement. Following any such transfer, the Company and will, unless the transferring Bank Holder will notify the other Securityholders Required Stockholders otherwise agree, use its best efforts to modify any such “inherited” registration rights obligations so as not to who the transferees are and the nature of interfere in any material respects with the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will ariseAgreement. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Stockholder may transfer all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee of Registrable Securities shares held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the CompanyStockholder. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder Stockholder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement Stockholder to be bound by the terms of this Agreement. Following any However, if such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of receiving shares through an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities resale shares off of a shelf registration statement, no such written agreement is required, and such in-kind transferees will, as transferee SecurityholdersStockholders, be entitled as third party beneficiaries to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) abovetransferred. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, Stockholders. The Company and the transferring Stockholder will notify the other Stockholders as to which no lockup will arisewho the transferees are and the nature of the rights so transferred. (db) In the event the Company engages in a merger or consolidation in which the shares are converted into securities of another company, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Stockholders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless Stockholders then holding a majority of the shares otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (ai) Any Refinitiv A Holder may transfer all or any of assign, in whole or from time to time in part, to one or more Persons, its rights and obligations under this Agreement, subject to Section 3.8 hereof, to any transferee of Registrable Securities held by Agreement and such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be transferred to such transferee effective upon receipt by the Company of (iA) written notice from such Refinitiv Holder stating the name and address of any the transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferredtransferred (provided, that, with respect to Magnus, if any of its Registrable Securities are transferred upon foreclosure under any credit facility of Magnus under which such Registrable Securities are pledged, such notice may be provided by the pledgee or transferee of any of such Registrable Securities), and (iiB) a joinder to this Agreement except in the form case of Exhibit A hereto evidencing a transfer to an existing Holder, a written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any A transferee of Registrable Securities who satisfies the conditions set forth in this Section 8(a) shall henceforth be a “Holder” for purposes of this Agreement and in the case of a transfer from a Financial Investor, a transferee shall be considered a “Financial Investor” and a “Major Financial Investor” or “Minority Financial Investor” as shall be applicable. (ii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature request of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transferHolder, the Company shall use its reasonable best efforts to amend or supplement, subject to Section 2(g) hereof, such Registration Statement as may be necessary in order to enable such transferee to offer and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of sell such Registrable Securities pursuant to Section 6.5 of this Agreement with an ability such Registration Statement; provided that in no event shall the Company be required to resell Registrable Securities off of file a shelf registration statement, such inpost-kind transferees will, as transferee Securityholders, be entitled effective amendment to the rights under this Agreement applicable to Registration Statement unless the Registrable Securities so transferred without the requirement to enter into Company receives a written agreement pursuant to Section 6.1(a) or (b) above. In request from the subsequent transferee, requesting that regardits shares of Common Stock be included in the Registration Statement, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required all information reasonably requested by the Company or the other Securityholders, and as to which no lockup will ariseCompany. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Each Shareholder may transfer all or any portion of its such Shareholder’s rights hereunder with respect to the Registrable Securities under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee Person (each, a “Transferee”), and any such Transferee may likewise transfer all or any portion of the rights hereunder that it acquires with respect to the Registrable Securities held by to a subsequent Transferee; provided, that the demand registration rights of Shareholders set forth in Section 2.01 hereof are not transferable unless such Refinitiv Holder to Transferee holds at least ten percent (10%) of the extent Outstanding Registrable Securities, and provided further, that any such transfer complies with applicable law. Any Shareholder or Transferee who transfers Registrable Securities to another Person is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. referred to herein as a “Transferring Holder.” (b) Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Transferring Holder stating the name and address of any transferee Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement of the Transferring Holder hereunder with respect to the Company, substantially in the form of Exhibit A Registrable Securities transferred (subject to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred3.01(a)). (c) In the case event the Company engages in a merger or consolidation in which the shares of an in-kind distribution Common Stock are converted into securities of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf another company, appropriate arrangements will be made so that the registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable continue to be provided to Holders by the Registrable Securities so transferred without issuer of such securities. To the requirement to enter into a written agreement pursuant to Section 6.1(a) extent such new issuer, or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation provisions of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationthis Agreement, the Company shall cause will use its reasonable best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent unless otherwise agreed by Holders then owning a majority of the Refinitiv HoldersRegistrable Securities. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. The right to cause the Company to Register securities granted by the Company to the Holders under Sections 3 and 4 of this Agreement may be assigned by any Investor or its Affiliates to a transferee or assignee of any Convertible Securities or Registrable Securities not sold to the public acquiring the lesser of (a) Any Refinitiv Holder may at least 50% of the Registrable Securities and Convertible Securities then held by such Investor or its Affiliates with respect to the first transfer all by such Investor or any its Affiliates to a non-Affiliate, 100% of the Registrable Securities and Convertible Securities then held by such Investor or its rights under this Agreement, subject to Section 3.8 hereof, Affiliates with respect to any transferee subsequent transfer by such Investor or its Affiliates to a non-Affiliate, or 100% of the Registrable Securities and Convertible Securities held by such Refinitiv a transferee or assignee of a Holder to a non-Affiliate of such transferee or assignee, and (b) at least 2,000,000 shares (or such lesser number of shares as would be held by an Investor who has a Total Capital Commitment of $2,727,200 as defined in the extent Purchase Agreement, and who has not sold any shares acquired under the Purchase Agreement) of the Convertible Securities or Registrable Securities (as adjusted for combinations, consolidations, subdivisions, stock splits and the like with respect to such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of shares) to a non-Affiliate; provided, however, that (i) written the Company must receive notice from such Refinitiv Holder prior to the time of said transfer, stating the name and address of any said transferee or assignee and identifying the number of shares of Registrable Securities securities with respect to which such rights under this Agreement are being transferred and assigned, (ii) the nature Board of Directors must consent to the rights so transferredassignment, which consent shall not be unreasonably withheld, and (iiiii) a joinder to this Agreement such transferee or assignee must agree in the form of Exhibit A hereto evidencing such transferee’s agreement writing to be bound by the terms and conditions of this Agreement. Following any such transfer, Notwithstanding the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreementthe foregoing sentence respecting the minimum number of shares which must be transferred, giving due consideration any Holder which is a corporation, partnership or limited liability company may transfer such Holder’s Registration rights under Sections 3 and 4 to such Holder’s Affiliates, as the case may be, without restriction as to the nature number or percentage of NewCo and other relevant considerationsshares acquired by any such Affiliates. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. Under this Agreement; Transfers of Registrable Common. (a) Any Refinitiv During the period from the date hereof to the Termination Date, the rights and obligations of a Securities Holder may transfer all or any of its rights under this Agreement, subject Agreement may be transferred by a Securities Holder to Section 3.8 hereof, to any a transferee of Registrable Securities held by such Refinitiv Holder Common or Registrable Litigation Shares (subject to the extent provisos to the definitions of Registrable Common and Registrable Litigation Shares), provided that, within a reasonable period of time (but in no event less than five (5) days) prior to such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of transfer, (i) the transferring Securities Holder shall have furnished the Company and the other Securities Holders written notice from such Refinitiv Holder stating of the name and address of any such transferee and identifying the number of shares of Registrable Securities Common or Registrable Litigation Shares with respect to which such rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, transferee shall furnish the Company and the Securities Holders (other than the transferring Refinitiv Holder will notify Securities Holder) a copy of a duly executed Supplemental Addendum by which such transferee (A) assumes all of the other Securityholders as to who the transferees are obligations and the nature liabilities of its transferor hereunder, (B) enjoys all of the rights so transferredof its transferor hereunder and (C) agrees itself to be bound hereby. (b) No Bank If the stock certificates of a transferring Securities Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part bear a restrictive legend pursuant to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfersubsection 6.10, the Company and the transferring Bank Holder will notify the other Securityholders as stock certificates of its transferee to who the transferees are and the nature of whom the rights so transferredhereunder are being transferred shall, subject to such subsection 6.10, also bear such a restrictive legend. (c) In the case of an in-kind distribution of Registrable Securities Except with respect to transfers pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statementparagraph (a) above, such in-kind transferees will, as transferee Securityholders, be entitled and subject to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or provisions of paragraph (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will transferee of Registrable Common or Registrable Litigation Shares shall neither assume any liabilities or obligations nor enjoy any rights hereunder and shall not be given demand or piggyback rights; rather, their means bound by any of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will ariseterms hereof. (d) In the event Each Securities Holder hereby agrees that the Company effects the separation any transfer of any portion shares of its business into one Registrable Common or more entities Registrable Litigation Shares by such Securities Holder shall be made (eachi) in compliance with, or in a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationtransaction exempt from, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those requirements set forth in this Agreementthe Securities Act and (ii) in compliance with all other applicable laws. The Company may request, giving due consideration as a condition to the nature transfer of NewCo any Registrable Common or Registrable Litigation Shares, that the transferring Securities Holder provide the Company with (A) evidence that the proposed transferee is an "accredited investor" as defined in Rule 501 under the Securities Act and other relevant considerations. (eappropriate "private placement" representations pursuant to Section 4(2) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv HoldersSecurities Act, and (B) an opinion of securities counsel reasonably satisfactory to it with regard to compliance with this subsection (d). (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. Under this Agreement; Transfers of Registrable Common. (a) Any Refinitiv During the period from the date hereof to the Termination Date, the rights and obligations of a Securities Holder may transfer all or any of its rights under this Agreement, subject Agreement may be transferred by a Securities Holder to Section 3.8 hereof, to any a transferee of Registrable Securities held by such Refinitiv Holder Common (subject to the extent provisos to the definitions of Registrable Common); provided however, that, within a reasonable period of time (but in no event less than two (2) business days) prior to such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of transfer, (i) the transferring Securities Holders shall have furnished the Company and the other Securities Holders written notice from such Refinitiv Holder stating of the name and address of any such transferee and identifying the number of shares of Registrable Securities Common with respect to which such rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, transferee shall furnish the Company and the Securities Holders (other than the transferring Refinitiv Holder will notify Securities Holders) a copy of a duly executed agreement by which such transferee (A) assumes all of the other Securityholders as to who the transferees are obligations and the nature liabilities of its transferor hereunder, (B) enjoys all of the rights so transferredof its transferor hereunder and (C) agrees itself to be bound hereby. (b) No Bank If the stock certificates of a transferring Securities Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part bear a restrictive legend pursuant to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfersubsection 5.9, the Company and the transferring Bank Holder will notify the other Securityholders as stock certificates of its transferee to who the transferees are and the nature of whom the rights so transferredhereunder are being transferred shall, subject to such subsection 5.9, also bear such a restrictive legend. (c) In the case of an in-kind distribution of Registrable Securities Except with respect to transfers pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statementparagraph (a) above, such in-kind transferees will, as transferee Securityholders, be entitled and subject to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or provisions of paragraph (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will transferee of Registrable Common shall neither assume any liabilities or obligations nor enjoy any rights hereunder and shall not be given demand or piggyback rights; rather, their means bound by any of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will ariseterms hereof. (d) In the event Each Securities Holder hereby agrees that the Company effects the separation any transfer of any portion shares of its business into one Registrable Common by such Securities Holder shall be made (i) in compliance with, or more entities (each, in a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationtransaction exempt from, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those requirements set forth in this Agreementthe Securities Act and (ii) in compliance with all other applicable laws. The Company may request, giving due consideration as a condition to the nature transfer of NewCo any Registrable Common, that the transferring Securities Holders provide the Company with (A) evidence that the proposed transferee is an "accredited investor" as deemed in Rule 501 under the Securities Act and other relevant considerations. (eappropriate "private placement" representations pursuant to Section 4(2) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv HoldersSecurities Act, and (B) an opinion of securities counsel reasonably satisfactory to it with regard to compliance with this subsection (d). (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder The Shareholder may transfer all or any portion of its his rights hereunder with respect to the Registrable Securities under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee Person (each, a “Transferee”), and any such Transferee may likewise transfer all or any portion of the rights hereunder that it acquires with respect to the Registrable Securities held by to a subsequent Transferee; provided, that the demand registration rights of the Shareholder set forth in Section 2.01 hereof are not transferable unless such Refinitiv Holder to Transferee holds at least ten percent (10%) of the extent Outstanding Registrable Securities, and provided further, that any such transfer complies with applicable law. Any Shareholder or Transferee who transfers Registrable Securities to another Person is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. referred to herein as a “Transferring Holder.” (b) Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Transferring Holder stating the name and address of any transferee Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement of the Transferring Holder hereunder with respect to the Company, substantially in the form of Exhibit A Registrable Securities transferred (subject to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred3.01(a)). (c) In the case event the Company engages in a merger or consolidation in which the shares of an in-kind distribution Common Stock are converted into securities of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf another company, appropriate arrangements will be made so that the registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable continue to be provided to Holders by the Registrable Securities so transferred without issuer of such securities. To the requirement to enter into a written agreement pursuant to Section 6.1(a) extent such new issuer, or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation provisions of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationthis Agreement, the Company shall cause will use its reasonable best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent unless otherwise agreed by Holders then owning a majority of the Refinitiv HoldersRegistrable Securities. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv The rights granted to a Holder may transfer all or any of its rights under this Agreement, subject Agreement may be transferred by such Holder to Section 3.8 hereof, another Holder or to any transferee if (i) there is transferred to such transferee at least 10% of the Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt Shares originally issued by the Company of to such transferring Holder and (iii) the Company is given written notice from by the transferee at the time of such Refinitiv Holder transfer stating the name and address of any the transferee and identifying the number of shares of Registrable Securities securities with respect to which such rights are being assigned; provided that the failure to provide such notice shall not restrict the transfer and use of the rights hereunder except to the extent that the Company is materially prejudiced thereby. Any transferee to whom rights under this Agreement are being transferred and shall, as a condition to such transfer, deliver to the nature of Company a written instrument by which such transferee agrees to be bound by. the rights so transferred, and (ii) a joinder to obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder hereunder. (b) Notwithstanding anything to the contrary herein, any Holder may transfer rights granted to such Holder under this Agreement to any affiliate of such Holder, any liquidating trust established with respect to such Holder or any limited partner stockholder or member of such Holder in connection with a distribution of assets to such Holder's partners, stockholders or members if such transferee is a transferee of shares of Preferred Stock or Registrable Shares and such transferee delivers to the form of Exhibit A hereto evidencing Company a written instrument by which such transferee’s agreement transferee agrees to be bound by the terms obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder hereunder. In the event of this Agreement. Following any such transfer, the Company and the transferring Refinitiv such transferee shall be deemed a Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part for purposes of this Agreement without the prior written consent of the Company Section 11 and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its again transfer such rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing other person or entity which acquires shares of Preferred or Registrable Shares from such transferee, subject to and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferredaccordance with Section 11(a) hereof. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Stockholder may transfer all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee of Registrable Securities Shares held by such Refinitiv Holder Stockholder to whom such Stockholder is permitted to transfer its Shares pursuant to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the CompanyStockholders Agreement. Any such transfer of registration rights will be effective upon receipt by the Company Holdings of (i) written notice from such Refinitiv Holder Stockholder stating the name and address of any transferee and identifying the number of shares of Registrable Securities Shares with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder written agreement, in form and substance reasonably satisfactory to this Agreement in the form of Exhibit A hereto evidencing Holdings, from such transferee’s agreement Stockholder to be bound by the terms of this Agreement. Following any However, if such transfertransferees are receiving Shares through an in-kind distribution with an ability to resell Shares off of a shelf registration statement, no such written agreement is required, and such in-kind transferees will, as transferee Stockholders, be entitled as third party beneficiaries to the Company rights under this Agreement so transferred. Any in-kind transferee who upon receipt of the applicable Shares would be entitled to have all Securities Act restricted securities legends removed from the certificates representing such Shares Will not be entitled to piggybacks rights. Holdings and the transferring Refinitiv Holder Stockholder will notify the other Securityholders Stockholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all In the event Holdings engages in a merger or any part consolidation in which the Shares are converted into securities of this Agreement without another company, appropriate arrangements will be made so that the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its registration rights and obligations provided under this Agreement in whole or in part continue to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement be provided to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required Stockholders by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, the Company shall cause or any such NewCo to enter into other company acquired by Holdings in a merger or consolidation, was bound by registration rights agreement obligations that would conflict with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in the provisions of this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent Holdings will, unless Stockholders then holding a majority of the Refinitiv HoldersShares otherwise agree, use its commercially reasonable efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder This Agreement is personal to the parties hereto and not assignable or transferable; provided, however, that notwithstanding the foregoing, a Stockholder may assign and transfer all or any of its rights and obligations under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee Person in connection with a transfer or sale of Registrable Securities held by to such Refinitiv Holder to the extent such Person, which assignment or transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will shall only be effective upon receipt by the Company of (i) written notice from a duly executed commitment by such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any Agreement in the form attached hereto as Exhibit A, in which case, this Agreement shall be assigned to, and may be enforced by, such transfertransferee of Registrable Securities, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature such transferee shall thereupon have all of the rights so transferred. (b) No Bank Holder shall assign all or any part and obligations of its transferor hereunder. Notwithstanding the foregoing, no transfer of registration rights under this Agreement without shall be permitted if immediately following such transfer the prior written consent disposition of such Registrable Securities by the Company and transferee is not restricted under the Refinitiv HoldersSecurities Act; provided, however, that without the prior written consent if a Stockholder transfers Registrable Securities representing (i) 5% or more of the outstanding Company Common Stock or (ii) all of the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto Registrable Securities acquired by executing and delivering an assignment and joinder agreement such Stockholder pursuant to the Companyprovisions of the Exchange Agreement, substantially and such transferee executes and delivers to the Company the commitment described in the form of Exhibit A immediately preceding sentence, such transferee shall be entitled to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of enforce the rights initially granted to the transferor Stockholders in respect of such Registrable Securities on a pro rata basis based on the amount of Registrable Securities so transferred. Any assignment or transfer in violation of this agreement shall be null and void. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event the Company engages in a merger or consolidation in which the Registrable Securities are converted into securities of another company, and which securities are not tradable without registration under the Securities Act, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Stockholders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless the Required Stockholders otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all Neither the Purchase Order, this Agreement (or any of its rights under this Agreementparts value, subject to Section 3.8 hereofdirectly or indirectly, to any transferee government official, employee of Registrable Securities held by such Refinitiv Holder thereof), nor any of the 6XSSOLHU¶V ULJKWV DQG a government-controlled company, political party, or other private (non-government) persons or entities working on behalf of any government in order to the extent such transfer is not obtain any improper benefit or advantage. Supplier further warrants that no money paid to Supplier as compensation or otherwise has been or will be used to pay any bribe or kickback in violation of any requirements applicable under any agreement such Refinitiv Holder has Applicable Laws. Supplier agrees to provide prompt certification of its continuing compliance with Applicable Laws whenever requested by the Company. Any such transfer of registration rights Supplier represents and warrants that Supplier and its agents and employees will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address not take any action that might constitute a violation or breach of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature provision of the rights so transferred, &RPSDQC\od¶e Vof Business Conduct Policy and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement consents to be bound by its terms. A written accounting record must be kept of all payments made by Supplier or its agents or employees on behalf of the terms of this Agreement. Following any such transferCompany, and the accounting record must be provided to the Company and upon hereunder may be assigned, ceded, delegated or otherwise transferred by Supplier, voluntarily, by operation of law or otherwise, even upon the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature sale of a majority of the rights so transferred. (b) No Bank Holder shall assign all shares or any part assets of this Agreement Supplier or a merger, regardless of whether Supplier is the surviving entity, or in the case of some other form of change of control, without the prior written consent of the Company, and any such assignment, cession, delegation or transfer attempted without such consent shall be null and void and of no force or effect whatsoever. Any consent, in terms of this clause, given by the Company shall not be deemed to ZDLYH WKH &RPSDQ\¶V ULJKW WR UHFR claims arising out of this or any other transactions with Supplier, its divisions, Affiliates or subsidiaries, or to settle or adjust matters with Supplier without notice to permitted successors and assigns. Supplier has no authority to bind the Refinitiv Holders; providedrequest. The Company reserves the right to DXGLW 6XSSOLHU¶V CEomRpRanNy Vto any obligation to third parties. and records in order to satisfy itself that Supplier is in compliance with the terms of this section. (b) The Company may assign, however, that cede or otherwise transfer the Purchase Order and/or this Agreement or any part thereof without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferredSupplier. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any of its rights under this Agreement, subject to Section 3.8 hereof, Agreement with respect to any transferee or all of the Registrable Securities held by such Refinitiv Holder to the extent any transferee of such Registrable Securities; provided that such transfer of Registrable Securities is not made in violation accordance with the registration requirements (or exemption therefrom) of the Securities Act and of any requirements applicable under state securities law and any applicable provisions of the certificate of incorporation of the Company or agreement governing such Refinitiv Registrable Securities; provided further that the Company may reasonably request opinions, certificates or other evidence of compliance therewith before effecting any such transfer. Subject to the foregoing, upon any such transfer of Registrable Securities, the transferring Holder has shall cease to have any rights hereunder with respect to such Registrable Securities, and the Companytransferee shall be considered a Holder for purposes hereof, with regard to such Registrable Securities. Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares and type of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form transferee of Exhibit A hereto evidencing such transferee’s agreement Registrable Securities to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without In the prior written consent of event the Company and engages in a merger or consolidation in which the Refinitiv Holders; providedRegistrable Securities are converted into securities of another company, however, that without or if there are any changes in the prior written consent of the Company Common Stock or the Refinitiv HoldersPreferred Stock by way of share split, any Bank Holder may assign its stock dividend, combination or reclassification, appropriate arrangements will be made so that the registration rights and obligations provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent any new issuer, or any other company acquired by the Company in whole a merger or in part to any Permitted Transferee consolidation, was bound by registration rights obligations that becomes a party hereto by executing and delivering an assignment and joinder agreement to would conflict with the Company, substantially in the form provisions of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to unless Holders then holding a majority of the Registrable Securities otherwise agree, use commercially reasonable efforts to modify any such “inherited” registration rights obligations so transferred without the requirement as not to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests interfere in any such NewCo as part of such separation, material respects with the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv The rights granted to a Holder may transfer all or any of its rights under this Agreement, subject Agreement may be transferred by such Holder to Section 3.8 hereof, another Holder or to any transferee if (i) there is transferred to such transferee at least 10% of the Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt Shares originally issued by the Company of to the transferring Holder and (iii) the Company is given written notice from by the transferee at the time of such Refinitiv Holder transfer stating the name and address of any the transferee and identifying the number of shares of Registrable Securities securities with respect to which such rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holdersassigned; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank rights granted to a Holder may assign its rights and obligations under this Agreement may not in whole or in part any event be transferred by any Holder with respect to securities which at the time of filing of any Permitted Transferee that becomes a party hereto Registration Statement are eligible for sale by executing and delivering an assignment and joinder agreement the Holder under Rule 144(k) under the Securities Act. Any transferee to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the whom rights under this Agreement applicable are transferred shall, as a condition to such transfer, deliver to the Registrable Securities so transferred without the requirement to enter into Company a written agreement pursuant instrument by which such transferee agrees to Section 6.1(a) or be bound by the obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder hereunder. (b) above. In that regardNotwithstanding anything to the contrary herein, howeverany Holder may transfer rights granted to such Holder under this Agreement to any affiliate of such Holder, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement any liquidating trust established with respect to such Holder or any limited partner of such Holder in connection with a distribution of assets to such Holder's partners if such transferee is a transferee of shares of Preferred Stock or Registrable Shares and such transferee delivers to the Company a written instrument by which no special actions are required such transferee agrees to be bound by the Company or obligations imposed upon Holders under this Agreement to the other Securityholders, and same extent as to which no lockup will arise. (d) if such transferee were a Holder hereunder. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationtransfer, the Company such transferee shall cause any such NewCo to enter into be deemed a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part Holder for purposes of this Agreement without the prior written consent Section 11 and may again transfer such rights to any other person or entity which acquires shares of the Refinitiv HoldersPreferred or Registrable Shares from such transferee, subject to and in accordance with Section 11(a) hereof. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any Subject to paragraph (b) below, the rights of its rights a Stockholder under this Agreement, subject to Section 3.8 hereof, Agreement with respect to any Security may be transferred to any one or more transferee of Registrable such Security if such transferee (i) is the estate or personal representative of such Stockholder, (ii) is controlled by such Stockholder or (iii) acquires, either individually or when aggregated with other transferees, at least 25% of the aggregate number of shares of any class of equity Securities held by such Refinitiv Holder to Stockholder on the extent date the Stockholder first acquired any of such transfer is not equity Securities (which for purposes of the Common Stock shall be the time immediately after the initial public offering by the Company of the Common Stock) or 25% in violation principal amount of any requirements applicable under issue of debt Securities held by such Stockholder at the date the Stockholder first acquired any agreement of such Refinitiv Holder has with the Companydebt Securities. Any such transfer of registration rights will pursuant to this Section 5 shall be effective only upon receipt by the Company of (i) written notice from such Refinitiv Holder the Stockholder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder The rights of a transferee under paragraph (a) above shall assign all or any part of this Agreement without be the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its same rights and obligations granted to a Stockholder under this Agreement in whole or in part Agreement, except that (i) such transferee shall only have the right to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. make one request under paragraph (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(aa) or (b) above. In that regardof Section 1, howeverwhich may be a simultaneous request under paragraphs (a) and (b), in-kind transferees that do not enter and two requests under paragraph (e) of Section 1, (ii) all rights referred to in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement the foregoing clause (i) with respect to which no special actions are required any particular Securities shall expire on the third anniversary of the receipt of such Securities by the Company transferee and (iii) such transferee shall be required to pay all (or in the other Securityholderscase of a request under Paragraph 1(e) such transferee's proportionate share of) the stamp, duty or transfer taxes and as to which no lockup will ariseunderwriting discounts and commissions. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all Each assignment by Atlantic, Lyon or a Lender of any portion of its rights under this Agreement, subject to Section 3.8 hereof, to any transferee of Registrable Securities held by such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights interest under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder shall be made pursuant to this Agreement in the form of Exhibit A hereto evidencing such transferee’s an agreement to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit EXHIBIT A to this Agreementattached hereto. Following No assignment of interests by a Lender hereunder shall be effective unless the Agent has received from the assignee or the Assignor Lender an assignment fee of $2,500 for such assignment. In connection with any such transferassignment, the Company Borrower and the transferring Bank Holder will Agent shall be entitled to continue to deal solely and directly with the Assignor Lender in connection with the interest so assigned until: (A) the Agent shall have received a notice of assignment duly executed by the Assignor Lender and the Assignment Agreement duly executed by the assignee and the Assignor Lender (which Assignment Agreement shall, among other things, contain the acknowledgment by the assignee of the Intercreditor Agreement and its agreement to the terms thereof) and (B) the Assignor Lender shall have delivered to the Agent the original of any Note that shall be subject to such assignment. From and after the date on which the Agent shall notify the other Securityholders as to who the transferees are Borrower and the nature Assignor Lender that (A) and (B) above shall have occurred and all consents (if any) required shall have been given, the assignee thereunder shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder shall have been assigned to it as provided in such notice of assignment, shall have the rights so transferred. and obligations of Atlantic, Lyon or a Lender, as appropriate, under this Agreement (c) including without limitation the right to receive amounts payable pursuant to SECTION 2.5 hereof). In addition, the Assignor Lender shall, to the extent that rights and obligations hereunder shall have been assigned by it as provided in such notice of assignment, relinquish its rights and be released from its obligations under this Agreement and, in the case of an in-kind distribution notice of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company assignment covering all or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any remaining portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, the Assignor Lender's right and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in obligations under this Agreement, giving due consideration Atlantic, Lyon or such Lender, as appropriate, shall cease to the nature of NewCo and other relevant considerationsbe a party hereto. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (ai) Any Refinitiv Each Holder acknowledges and agrees that it may not transfer all or any of its registration rights under this AgreementAgreement except (A) to its Affiliates, subject (B) to any subsidiary, parent, general partner, limited partner, stockholder, equityholder or member of a Holder (C) to any Family Member or trust or other entity formed by a Holder that is an individual for estate planning purposes or (D) with the prior written consent of the Company, and provided that, in each case, the requirements of Section 7(a)(ii) are complied with. (ii) In the case of a transfer of shares of Company Common Stock pursuant to Section 3.8 hereof7(a), to any transferee the registration rights of Registrable Securities held by such Refinitiv Holder with respect to the extent such transfer is not in violation transferred shares of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights Company Common Stock will be transferred to such transferee effective upon receipt by the Company of (iA) written notice from such Refinitiv Holder stating the name and address of any such transferee and identifying the number of shares of Registrable Securities Company Common Stock with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (iiB) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of the Joinder Agreement attached hereto as Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred.A. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (diii) In the event the Company engages in a merger or consolidation in which the Company Common Stock is converted into securities of another company, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Holders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any On the basis of its rights under this Agreementthe representations, warranties and agreements herein contained, but subject to Section 3.8 hereofthe terms and conditions set forth herein, to any transferee of Registrable Securities held by such Refinitiv Holder the Assignor hereby conveys, transfers, assigns and delivers to the extent Assignee, and the Assignee hereby acquires from the Assignor, all of the Assignor’s buyback option rights described in Section 3 of the Assignment Agreement until such transfer is not time as Assignee has acquired $400,000,000 of Qualifed NIBs from Assignor, as described in violation the ATA. Upon acceptance by Assignee of any requirements applicable under any agreement such Refinitiv Holder has Qualifed NIBs, the buyback rights described in Section 3 of the Assignment Agreement shall revert back to Assignor and Assignee shall have no further rights in connection with the Company. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Assignment Agreement. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without in the prior written consent event that Assignee has not acquired and accepted $400,000,000 in Qualified NIBs under the ATA by December 31, 2013, neither this Assignment Agreement nor any rights assigned by Assignor hereunder to Assignee shall revert back to the Assignor, and such buy-back rights shall be the sole and separate property of the Company or Assignee; and provided further, however, if Assignee accepts NIBs as “Qualified NIBs” that do not meet the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially precise definition of “Qualified NIBs” in the form ATA, such NIBs shall be excluded from all calculations in determining whether Assignee has received $400,000,000 of Exhibit A to Qualifed NIBs for all purposes of this Assignment Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (cb) In The Assignor hereby covenants and agrees that the case Assignor will, at the reasonable request of an in-kind distribution Assignee, execute and deliver, and will cause any of Registrable Securities pursuant the Assignor’s employees to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statementexecute and deliver, such in-kind transferees willfurther instruments of sale, as transferee Securityholderstransfer, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholdersconveyance, and assignment and take such other action as may reasonably be required to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (eacheffectively sell, a “NewCo”)transfer, whether existing or newly formedconvey, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transactionassign, and any Securityholder will receive equity interests deliver to and vest in any such NewCo as part of such separationthe Assignee, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective its successors and permitted assignsassigns all rights associated with the buyback option under the Assignment Agreement.

Transfer of Rights. (a) Any Refinitiv Holder An Investor may transfer all or any of assign, in whole or from time to time in part, its rights and obligations under this Agreement, subject to Section 3.8 hereof, Agreement in respect of any Registrable Securities to any transferee of such Registrable Securities, provided that such securities remain Registrable Securities held by after such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Companytransfer. Any such transfer of registration Such rights will be transferred to such transferee effective only upon receipt by the Company Pubco of (iA) written notice from such Refinitiv Holder Investor stating the name and address of any the transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred), and (iiB) a joinder to this Agreement except in the form case of Exhibit A hereto evidencing a transfer to an existing Investor, a written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any A transferee of Registrable Securities that satisfies the conditions set forth in this Section 13(f) shall henceforth be an “Investor” for purposes of this Agreement. In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the Company request of such holder, Pubco shall use its commercially reasonable best efforts to amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any sell such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 such Resale Shelf Registration Statement; provided that in no event shall Pubco be required to file a post-effective amendment to the Resale Shelf Registration Statement unless Pubco receives a written request from the subsequent transferee, requesting that its shares of this Agreement Common Stock be included in the Resale Shelf Registration Statement, with an ability to resell Registrable Securities off of all information reasonably requested by Pubco. Notwithstanding the foregoing, upon a shelf registration statement, such full distribution-in-kind transferees willby the Sponsor to its members, as transferee Securityholders, be entitled to the rights under this Agreement applicable to of the Sponsor hereunder may be exercised in full by the recipients of such distribution holding a majority-in-interest of the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arisedistributed. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder Securityholder may transfer transfer, in its sole discretion, all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee of its partners, members, equityholders, or affiliates or one or more private equity funds sponsored or managed by an affiliate of 313 or to any party to whom 313 is transferring Registrable Securities held by such Refinitiv Holder to the extent such transfer is not Securityholder in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Companya “private placement” transaction,. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder Securityholder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement person to be bound by the terms of this AgreementAgreement as a Securityholder. Following any such transferIn that regard, in-kind transferees will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Company or the other Securityholders. The Company and the transferring Refinitiv Holder Securityholder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without In the prior written consent of event the Company and engages in a merger or consolidation in which the Refinitiv Holders; providedRegistrable Securities are converted into securities of another company, however, appropriate arrangements will be made so that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its registration rights and obligations provided under this Agreement continue to be provided to Securityholders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in whole a merger or in part to any Permitted Transferee consolidation, was bound by registration rights obligations that becomes a party hereto by executing and delivering an assignment and joinder agreement to would conflict with the Company, substantially in the form provisions of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to unless Securityholders then holding a majority of the Registrable Securities otherwise agree, use its commercially reasonable efforts to modify any such “inherited” registration rights obligations so transferred without the requirement as not to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests interfere in any such NewCo as part of such separation, material respects with the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder A Sxxxxxx Party or MPT may transfer all or any of assign, in whole or from time to time in part, to one or more Permitted Transferees, its rights and obligations under this Agreement, subject to Section 3.8 hereof, to any transferee of Registrable Securities held by Agreement and such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be transferred to such Permitted Transferee effective upon receipt by the Company of (iA) written notice from such Refinitiv Holder Sxxxxxx Party or MPT (as the case may be) stating the name and address of any transferee the Permitted Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (iiB) a joinder to this Agreement except in the form case of Exhibit A hereto evidencing a transfer to an existing Sxxxxxx Party or to MPT, a written agreement from such transferee’s agreement Permitted Transferee to be bound by the terms of this Agreement. Following any such transferExcept in accordance with the previous sentence, the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder no Sxxxxxx Party shall assign all or any part of this Agreement its obligations hereunder without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Company. A Permitted Transferee that becomes who satisfies the conditions set forth in this Section 9.6 shall henceforth be a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form “Sxxxxxx Party” for purposes of Exhibit A to this Agreement. Following any In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such holder, the Company shall use its reasonable best efforts to amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of sell such Registrable Securities pursuant to Section 6.5 of this Agreement with an ability such Resale Shelf Registration Statement; provided that, in no event shall the Company be required to resell Registrable Securities off of file a shelf registration statement, such inpost-kind transferees will, as transferee Securityholders, be entitled effective amendment to the rights under this Agreement applicable to Resale Shelf Registration Statement unless the Registrable Securities so transferred without the requirement to enter into Company receives a written agreement pursuant to Section 6.1(a) or (b) above. In request from the subsequent transferee, requesting that regardits shares of Common Stock be included in the Resale Shelf Registration Statement, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required all information reasonably requested by the Company or the other Securityholders, and as to which no lockup will ariseCompany. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder This Agreement is personal to the parties hereto and not assignable or transferable; provided, however, that notwithstanding the foregoing, an Investor may assign and transfer all or any of its rights and obligations under this Agreement, subject Agreement with respect to Section 3.8 hereof, the Registrable Securities transferred or sold to any transferee of Registrable Securities held by such Refinitiv Holder to the extent Person in connection with such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such or sale, which assignment or transfer of registration rights will shall only be effective upon receipt by the Company of (i) written notice from a duly executed commitment by such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing such transferee’s agreement to be bound by the terms of this Agreement. Following any such transferAgreement in the form attached hereto as Exhibit A, in which case, the Company transferring Investor’s rights with respect to such transferred Registrable Securities under this Agreement shall be assigned to, and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are may be enforced by, such transferee of Registrable Securities, and the nature such transferee shall thereupon have all of the rights so transferred. (b) No Bank Holder shall assign all or any part and obligations of its transferor hereunder with respect to the transferred Registrable Securities. Notwithstanding the foregoing, no transfer of registration rights under this Agreement without shall be permitted if immediately following such transfer the prior written consent disposition of such Registrable Securities by the transferee is not restricted under the Securities Act, except if such transferee is a Follow-on Investor and such transferee executes and delivers to the Company and the Refinitiv Holders; provided, however, that without commitment described in the prior written consent immediately preceding sentence. Any assignment or transfer of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing violation of this Agreement shall be null and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferredvoid. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (d) In the event the Company engages in a merger or consolidation in which the Registrable Securities are converted into securities of another company, and which securities are not tradable without registration under the Securities Act, appropriate arrangements will be made so that the Company effects registration rights provided under this Agreement continue to be provided to Investors by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless the Required Investors otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder An Investor may transfer all or any of its rights under this Agreementassign, subject in whole or from time to Section 3.8 hereoftime in part, to any transferee transferee(s) of Registrable Securities held by Securities, its rights and obligations under this Agreement and such Refinitiv Holder to the extent such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights will be transferred to such transferee effective upon receipt by the Company Pubco of (iA) written notice from such Refinitiv Holder Investor stating the name and address of any the transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (iiB) a joinder to this Agreement except in the form case of Exhibit A hereto evidencing a transfer to an existing Investor, a written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any A transferee of Registrable Securities who satisfies the conditions set forth in this Section 12(f) shall henceforth be an “Investor” for purposes of this Agreement and in the case of a transfer from a Deerfield Investor, a transferee shall be considered a Deerfield Investor as shall be applicable. In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the Company request of such holder, Pubco shall use its reasonable best efforts to amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any sell such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability such Resale Shelf Registration Statement; provided that in no event shall Pubco be required to resell Registrable Securities off of file a shelf registration statement, such inpost-kind transferees will, as transferee Securityholders, be entitled effective amendment to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into Resale Shelf Registration Statement unless Pubco receives a written agreement pursuant to Section 6.1(a) or (b) above. In request from the subsequent transferee, requesting that regardits shares of Common Stock be included in the Resale Shelf Registration Statement, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required all information reasonably requested by the Company or the other Securityholders, and as to which no lockup will arisePubco. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder TI Holdings may transfer all or any portion of its rights with respect to the Registrable Securities under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee Person (each, a “Transferee”), and any such Transferee may likewise transfer all or any portion of the rights it acquires with respect to the Registrable Securities held by to a subsequent Transferee; provided, that the demand registration rights of TI Holdings set forth in Section 2.01 hereof are not transferable unless such Refinitiv Holder to Transferee holds at least twenty-five percent (25%) of the extent Outstanding Registrable Securities, and provided further, that any such transfer complies with applicable law. TI Holdings and any Transferee who transfers securities to another Person is not in violation of any requirements applicable under any agreement such Refinitiv Holder has with the Company. referred to herein as a “Transferring Holder.” (b) Any such transfer of registration rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Refinitiv Transferring Holder stating the name and address of any transferee Transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in written agreement from the form of Exhibit A hereto evidencing such transferee’s agreement Transferee to be bound by the terms of this Agreement. Following any , upon which such transfer, Transferee will be deemed to be a party hereto and have the Company and the transferring Refinitiv Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement of the Transferring Holder hereunder with respect to the Company, substantially in the form of Exhibit A Registrable Securities transferred (subject to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred3.01(a)). (c) In the case event the Company engages in a merger or consolidation in which the shares of an in-kind distribution Common Stock are converted into securities of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf another company, appropriate arrangements will be made so that the registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable continue to be provided to Holders by the Registrable Securities so transferred without issuer of such securities. To the requirement to enter into a written agreement pursuant to Section 6.1(a) extent such new issuer, or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the other Securityholders, and as to which no lockup will arise. (d) In the event that the Company effects the separation provisions of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separationthis Agreement, the Company shall cause will use its reasonable best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. unless otherwise agreed by (ei) The Company shall not assign all TI Holdings or any part of this Agreement without the prior written consent (ii) if TI Holdings owns less than 50% of the Refinitiv HoldersRegistrable Securities, Holders then owning a majority of the Registrable Securities. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (ai) Any Refinitiv Each Holder acknowledges and agrees that it may not transfer all or any of its registration rights under this AgreementAgreement except (A) to its Affiliates, subject (B) to any trust or other entity formed by a Holder that is an individual for legitimate estate planning purposes (the beneficiary of which is one or more Family Members), or (C) with the prior written consent of the Company, and provided that, in each case, the requirements of Section 6(a)(ii) are complied with. (ii) In the case of a transfer of shares of Company Common Stock pursuant to Section 3.8 hereof6(a), to any transferee the registration rights of Registrable Securities held by such Refinitiv Holder with respect to the extent such transfer is not in violation transferred shares of any requirements applicable under any agreement such Refinitiv Holder has with the Company. Any such transfer of registration rights Company Common Stock will be transferred to such transferee effective upon receipt by the Company of (iA) written notice from such Refinitiv Holder stating the name and address of any transferee and such transferee, identifying the number of shares of Registrable Securities Company Common Stock with respect to which rights under this Agreement are being transferred and transferred, the nature of the rights so transferredtransferred and the specific provision of Section 6(a)(i) that such transfer complies with, and (iiB) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. , substantially in the form of the Joinder Agreement attached hereto as Exhibit A. Following any such transfer, the Company and the transferring Refinitiv Holder will notify the other Securityholders Holders as to who the transferees are and the nature of the rights so transferred. Any proposed transfer of registration rights that the Company, in its reasonable discretion, determines not to be in compliance with Section 6(a)(i) above, shall be null and void. (b) No Bank Holder shall assign all or any part of this Agreement without the prior written consent of the Company and the Refinitiv Holders; provided, however, that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its rights and obligations under this Agreement in whole or in part to any Permitted Transferee that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company, substantially in the form of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders as to who the transferees are and the nature of the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will arise. (diii) In the event the Company engages in a merger, consolidation or sale of assets in which the Company Common Stock is converted into securities of another company, or the Company otherwise has a successor or assign, appropriate arrangements will be made so that the Company effects registration rights and other rights provided under this Agreement continue to be provided to Holders by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part issuer of such separationsecurities, unless Holders then holding a majority of the Registrable Securities otherwise agree. To the extent such new issuer, or any company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company shall cause will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its best efforts to modify any such NewCo to enter into a “inherited” registration rights agreement obligations so as not to interfere in any material respects with each such Securityholder that provides each such Securityholder with registration the rights vis-á-vis such NewCo that are substantially similar to those set forth in provided under this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

Transfer of Rights. (a) Any Refinitiv Holder may transfer all or any portion of its rights under this Agreement, subject to Section 3.8 hereof, Agreement to any transferee of Registrable Securities shares held by such Refinitiv Holder to the extent so long as such transfer is not in violation of any requirements applicable under any agreement such Refinitiv Holder has compliance with the CompanyInvestment and Securityholders’ Agreement. Any such transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Refinitiv Holder stating the name and address of any transferee and identifying the number of shares of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a joinder to this Agreement in the form of Exhibit A hereto evidencing written agreement from such transferee’s agreement transferee to be bound by the terms of this Agreement. Following any However, if such transfertransferees are receiving shares through an in-kind distribution, no such written agreement is required, and such in-kind transferees will, as transferee Holders, be entitled as third party beneficiaries to the rights under this Agreement so transferred and subject to the obligations of Holders hereunder as a condition to receiving such in-kind distribution. The Company and the transferring Refinitiv Holder will notify the other Securityholders Holders as to who the transferees are and the nature of the rights so transferred. (b) No Bank Holder shall assign all or any part of this Agreement without In the prior written consent of event the Company and engages in a merger or consolidation in which the Refinitiv Holders; providedshares are converted into securities of another company, however, appropriate arrangements will be made so that without the prior written consent of the Company or the Refinitiv Holders, any Bank Holder may assign its registration rights and obligations provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in whole a merger or in part to any Permitted Transferee consolidation, was bound by registration rights obligations that becomes a party hereto by executing and delivering an assignment and joinder agreement to would conflict with the Company, substantially in the form provisions of Exhibit A to this Agreement. Following any such transfer, the Company and the transferring Bank Holder will notify the other Securityholders use its best efforts to modify any such “inherited” registration rights obligations so as not to who the transferees are and the nature of interfere in any material respects with the rights so transferred. (c) In the case of an in-kind distribution of Registrable Securities pursuant to Section 6.5 of this Agreement with an ability to resell Registrable Securities off of a shelf registration statement, such in-kind transferees will, as transferee Securityholders, be entitled to the rights provided under this Agreement applicable to the Registrable Securities so transferred without the requirement to enter into a written agreement pursuant to Section 6.1(a) or (b) above. In that regard, however, in-kind transferees that do not enter in such a written agreement will not be given demand or piggyback rights; rather, their means of registered resale will be limited to sales off a shelf registration statement with respect to which no special actions are required by the Company or the other Securityholders, and as to which no lockup will ariseAgreement. (d) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Securityholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Securityholder that provides each such Securityholder with registration rights vis-á-vis such NewCo that are substantially similar to those set forth in this Agreement, giving due consideration to the nature of NewCo and other relevant considerations. (e) The Company shall not assign all or any part of this Agreement without the prior written consent of the Refinitiv Holders. (f) Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.