EIDP unit issues $1.1B Vylor notes for separation

EIDP, Inc. (CTA), a wholly owned subsidiary of Corteva, reports that its subsidiary Vylor Inc. has completed a private $1.1 billion senior notes offering in connection with Corteva’s planned separation of its seed and crop protection businesses.

Rhea-AI Filing Summary

EIDP, Inc. (CTA), a wholly owned subsidiary of Corteva, reports that its subsidiary Vylor Inc. has completed a private $1.1 billion senior notes offering in connection with Corteva’s planned separation of its seed and crop protection businesses. Vylor issued $550 million 5.125% Senior Notes due 2031 and $550 million 5.625% Senior Notes due 2036, with interest paid each February 15 and August 15 starting February 15, 2027.

Vylor intends to use the net proceeds primarily for a cash distribution to EIDP as partial consideration for contributing the seed business to Vylor, and secondarily for fees and expenses related to private exchange offers for certain outstanding EIDP notes and for general corporate purposes. The new notes are senior unsecured obligations of Vylor and are guaranteed on a senior unsecured basis by EIDP until completion of the separation, after which the guarantee is automatically released.

The Indenture includes customary events of default and redemption provisions, plus a special mandatory redemption requiring Vylor to redeem the notes at 101% of principal plus accrued interest if the separation is not completed, with failure to redeem constituting an event of default. Under a Registration Rights Agreement, Vylor agrees to register an exchange offer or shelf registration for the notes within 366 days from the first day it operates as an independent public company, with an additional 0.25% interest step-up on the notes if specified registration defaults occur.

Filing Explained

The registration-rights agreement sets a future target: Vylor is to use commercially reasonable efforts to complete an exchange offer for the notes by a date 366 days after the first day it operates independently following the Separation. If specified conditions prevent or delay that route, it is to pursue a shelf registration, and a qualifying registration default can add 0.25% annual interest.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount of new notes: $1,100,000,000 2031 notes tranche: $550,000,000 at 5.125% per year 2036 notes tranche: $550,000,000 at 5.625% per year +5 more

8 metrics

Aggregate principal amount of new notes $1,100,000,000 Senior notes issued by Vylor Inc. in connection with the separation

2031 notes tranche $550,000,000 at 5.125% per year Senior Notes due August 15, 2031

2036 notes tranche $550,000,000 at 5.625% per year Senior Notes due August 15, 2036

Interest payment dates February 15 and August 15 each year First payment on February 15, 2027

Special mandatory redemption price 101% of aggregate principal amount Redemption required if the separation is not completed

Additional interest on Registration Default 0.25% per annum Interest step-up on Vylor Notes if registration obligations are not met

Registration deadline 366 days from Settlement Date Target Registration Date for exchange offer or shelf registration

Shelf Effectiveness Period One year Duration Vylor must keep a Shelf Registration Statement effective

Key Terms

Indenture, special mandatory redemption, Registration Rights Agreement, Exchange Offer Registration Statement, +1 more

5 terms

Indenture financial

"The new notes were issued pursuant to an indenture and a first supplemental indenture"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

special mandatory redemption financial

"a special mandatory redemption provision (the “SMR”) that will require Vylor to redeem"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

Registration Rights Agreement regulatory

"Vylor has entered into a Registration Rights Agreement, dated August 31, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Exchange Offer Registration Statement regulatory

"an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form)"

Shelf Registration Statement regulatory

"a Shelf Registration Statement providing for the sale of all Vylor Notes"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

FAQ

What new debt did EIDP, Inc. (CTA) indirectly raise through Vylor Inc.?

Vylor Inc., a subsidiary of EIDP, issued $1.1 billion of senior notes: $550 million 5.125% notes due 2031 and $550 million 5.625% notes due 2036, in a private offering under Rule 144A and Regulation S.

How will the proceeds of Vylor’s $1.1 billion notes be used for EIDP (CTA)?

Vylor intends to use net proceeds primarily to make a cash distribution to EIDP as partial consideration for the contribution of the seed business, and secondarily to pay fees and expenses for private exchange offers of certain EIDP notes and for general corporate purposes.

What are the interest rates and maturities of Vylor’s new notes linked to CTA?

The 2031 notes bear interest at 5.125% and mature on August 15, 2031. The 2036 notes bear interest at 5.625% and mature on August 15, 2036. Interest is paid on February 15 and August 15, beginning February 15, 2027.

How is EIDP (CTA) guaranteeing Vylor’s new notes?

The notes are senior unsecured obligations of Vylor and are guaranteed on a senior unsecured basis by EIDP under a Guarantee Agreement. The guarantee is automatically and unconditionally released when the separation of Vylor from Corteva is consummated.

What is the special mandatory redemption related to the Vylor notes for CTA investors?

If the separation is not completed, Vylor must redeem the new notes at 101% of aggregate principal amount plus accrued and unpaid interest. Failure to redeem under this special mandatory redemption provision is an event of default under the Indenture.

What registration rights apply to Vylor’s notes associated with CTA?

Under a Registration Rights Agreement, Vylor agrees to file an exchange offer registration or shelf registration for the notes within 366 days from the first day it operates as an independent public company. A 0.25% per annum interest increase applies if defined registration defaults occur.

When do Vylor’s new notes start paying interest?

Vylor will pay interest on the new notes on February 15 and August 15 of each year, with the first interest payment scheduled for February 15, 2027.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2026

Corteva, Inc.

EIDP, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38710	82-4979096
Delaware	001-00815	51-0014090
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9330 Zionsville Road, Indianapolis, Indiana	46268
974 Centre Road, Wilmington, Delaware	19805
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (833) 267-8382

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Corteva, Inc.	Common Stock, $0.01 par value	CTVA	New York Stock Exchange
EIDP, Inc.	$3.50 Series Preferred Stock	CTAPrA	New York Stock Exchange
EIDP, Inc.	$4.50 Series Preferred Stock	CTAPrB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Vylor Inc. Notes Offering

As previously disclosed, on October 1, 2025, Corteva, Inc. (the “Company” or “Corteva”) announced that its Board of Directors is pursuing a plan to separate Corteva into two independent, publicly traded companies, one comprising its current crop protection business and the other comprising its current seed business to be owned and conducted, directly or indirectly, by Vylor Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Vylor”) (the “Separation”).

In connection with the Separation, Vylor issued $1,100,000,000 aggregate principal amount of senior notes in a private offering, consisting of $550,000,000 aggregate principal amount of Senior Notes due 2031 (the “2031 notes”) and $550,000,000 aggregate principal amount of Senior Notes due 2036 (the “2036 notes” and, together with the 2031 notes, the “new notes” and such offering the “Notes Offering”).

The 2031 notes bear interest at a rate of 5.125% per year and mature on August 15, 2031. The 2036 notes bear interest at a rate of 5.625% per year and mature on August 15, 2036. Vylor will pay interest on the new notes on February 15 and August 15 of each year, with the first payment on February 15, 2027.

The issuance of the new notes and the guarantees (as described herein) was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and the new notes and the guarantees were not offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)), except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The new notes and the guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S.

Vylor intends to use the net proceeds from the Notes Offering to make a cash distribution to EIDP, Inc. (“EIDP”), the parent company of Vylor and a wholly owned subsidiary of Corteva, as partial consideration for the contribution of the seed business to Vylor in connection with the Separation, with any additional amounts not distributed to EIDP used to pay fees and expenses related to the previously disclosed private offers to exchange any and all of the outstanding 2.300% Senior Notes due 2030, 5.125% Senior Notes due 2032 and 4.800% Senior Notes due 2033, in each case issued by EIDP, to the extent held by certain eligible holders, in exchange for notes of the corresponding series to be issued by Vylor, and for general corporate purposes.

Indenture

The new notes were issued pursuant to an indenture and a first supplemental indenture, each dated August 31, 2026, between Vylor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (together, the “Indenture”). The Indenture provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest on the new notes to become, or to be declared, due and payable. Events of default include, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Indenture and certain events of bankruptcy or insolvency.

The Indenture also provides for customary redemption provisions as well as a special mandatory redemption provision (the “SMR”) that will require Vylor to redeem the new notes at a redemption price of 101% of the aggregate principal amount of the new notes, plus accrued and unpaid interest thereon, if the Separation is not completed. Vylor’s failure to redeem the new notes pursuant to the SMR, if applicable, will constitute an event of default under the Indenture. The SMR will no longer apply to the new notes upon completion of the Separation.

This summary does not purport to be complete and is qualified in its entirety by reference to the Indenture, filed as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein.

EIDP Guarantee

The new notes are the senior unsecured obligations of Vylor and are guaranteed on a senior unsecured basis by EIDP until the Separation is completed pursuant to a Guarantee Agreement, dated August 31, 2026, among EIDP, as guarantor of the notes, Vylor and the Trustee. Upon consummation of the Separation, EIDP will be automatically and unconditionally released from all obligations under the Guarantee Agreement without any action required on the part of the Trustee, any holder of the new notes, or the initial purchasers in the Notes Offering.

This summary does not purport to be complete and is qualified in its entirety by reference to the Guarantee Agreement, filed as Exhibit 4.3 hereto and incorporated by reference herein.

Registration Rights Agreement

Vylor has entered into a Registration Rights Agreement, dated August 31, 2026, among Vylor and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the initial purchasers of the new notes, pursuant to which Vylor has agreed to file with the Securities and Exchange Commission a registration statement with respect to an exchange offer for the new notes or a shelf registration statement for the resale of the new notes within 366 days from the first day on which Vylor operates as an independent public company after consummation of the Separation.

This summary does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are filed as part of this report:

Exhibit#		Description
4.1		Indenture, dated as of August 31, 2026, between Vylor Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture, dated as of August 31, 2026, between Vylor Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3		Guarantee Agreement, dated as of August 31, 2026, among EIDP, Inc., as guarantor, Vylor Inc. and U.S. Bank Trust Company, National Association, as trustee.
99.1		Registration Rights Agreement, dated as of August 31, 2026, among Vylor Inc. and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		CORTEVA, INC.
Date: August 31, 2026		By:	/s/ David P. Johnson
		Name:	David P. Johnson
		Title:	Executive Vice President, Chief Financial Officer
		EIDP, INC.
Date: August 31, 2026		By:	/s/ David P. Johnson
		Name:	David P. Johnson
		Title:	Executive Vice President, Chief Financial Officer

Exhibit 99.1

REGISTRATION RIGHTS AGREEMENT

August 31, 2026

This REGISTRATION RIGHTS AGREEMENT, dated as of August 31, 2026 (this “Agreement”), is entered into by and among Vylor Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the other several initial purchasers (together, the “Initial Purchasers”) listed on Schedule B to the form of Terms Agreement contained in the Purchase Agreement, dated as of August 20, 2026 (the “Purchase Agreement”), in connection with the Company’s issuance and sale of $550,000,000 aggregate principal amount of new 5.125% Senior Notes due 2031 and $550,000,000 aggregate principal amount of new 5.625% Senior Notes due 2036 (together, the “Vylor Notes”). The Vylor Notes will be issued by the Company under an indenture, dated as of August 31, 2026 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by one or more supplemental indentures thereto (together with the Base Indenture, the “Indenture”).

In consideration of the foregoing, the parties hereto agree as follows:

1.Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Additional Interest” shall have the meaning set forth in Section ‎2(e)(iii) hereof.

“Agreement” shall have the meaning set forth in the preamble.

“Base Indenture” shall have the meaning set forth in the preamble.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to remain closed. For purposes of this Agreement, if the day on which any deadline specified in this Agreement expires is not a Business Day, such deadline shall be deemed to expire on the next succeeding Business Day.

“Company” shall have the meaning set forth in the preamble.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Date” shall have the meaning set forth in Section ‎2(a)(iii)(B) hereof.

“Exchange Notes” shall mean, with respect to each series of Vylor Notes, a new series of senior unsecured notes issued by the Company under the Indenture containing terms identical in all material respects to the corresponding series of Vylor Notes (except that such notes will be registered under the Securities Act and the transfer restrictions, registration rights and any Additional Interest for failure to comply with this Agreement applicable to such Vylor Notes will not apply to such notes) and to be offered to Holders of the applicable series of Vylor Notes in exchange for the corresponding series of Registrable Notes pursuant to the Exchange Offer.

“Exchange Offer” shall mean the exchange offer of each series of the Exchange Notes for the corresponding series of Registrable Notes pursuant to Section ‎2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section ‎2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form as selected by the Company) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offer and sale of the Vylor Notes or the Exchange Notes.

“Holder Notice” shall have the meaning set forth in Section ‎2(b) hereof.

“Holders” shall mean the holders of the Registrable Notes, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Notes under the Indenture; provided that for purposes of Section ‎4 and Section ‎6 hereof, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section ‎5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section ‎5(c) hereof.

“Indenture” shall have the meaning set forth in the preamble.

“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section ‎3(a)(xiv) hereof.

“Issuer Information” shall have the meaning set forth in Section ‎5(a) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Notes; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, any Registrable Notes owned directly or indirectly by the Company or any of its “affiliates” (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Vylor Notes of a series under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Vylor Notes and the Registrable Notes to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Notes has been obtained.

“Participating Broker-Dealers” shall have the meaning set forth in Section ‎4(a) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including: (i) any preliminary prospectus, and (ii) any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Notes covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Notes” shall mean the Vylor Notes; provided that any Vylor Notes shall cease to be Registrable Notes when: (i) a Registration Statement with respect to such Vylor Notes has become effective under the Securities Act and such Vylor Notes have been exchanged, disposed of or distributed pursuant to such Registration Statement, (ii) such Vylor Notes cease to be outstanding, or (iii) the Exchange Offer is consummated, except in the case of Vylor Notes that otherwise remain Registrable Notes that are held by a Holder that was ineligible to participate in the Exchange Offer or participated in the Exchange Offer and did not receive fully tradable Exchange Notes pursuant to the Exchange Offer.

2

“Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all Vylor Notes validly tendered (and not validly withdrawn) in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a Shelf Registration Statement is required, such Shelf Registration Statement is not declared effective on or prior to the 60th day after the later of (a) the Target Registration Date and (b) the date on which the Company receives a duly executed Holder Notice or Shelf Request or (ii) if applicable, a Shelf Registration Statement covering resales of the Vylor Notes has been declared effective and such Shelf Registration Statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of Registrable Notes at any time during the Shelf Effectiveness Period, and such failure to remain effective or be so usable exists for more than 90 days (whether or not consecutive) in any 12-month period.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred by the Company in connection with compliance with state securities or blue sky laws (including reasonable and documented fees and disbursements of one firm of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Notes or Registrable Notes, which firm shall be Latham & Watkins LLP or another firm selected by the Underwriters or the Majority Holders and reasonably acceptable to the Company), (iii) all expenses of the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements, and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees incurred by the Company (including with respect to maintaining ratings of the Vylor Notes), (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee, (vii) the reasonable and documented fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable and documented fees (not to exceed $100,000) and disbursements of one counsel for the Holders (which counsel shall be Latham & Watkins LLP or another firm selected by the Majority Holders and reasonably acceptable to the Company) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding any or all fees and expenses of advisors or counsel to any Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders (other than, in the case of a Shelf Registration Statement, fees and expenses set forth in clause (vii) above), any underwriting discounts and commissions, and any brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Notes by a Holder.

“Registration Statement” shall mean any registration statement that covers any of the Exchange Notes or Registrable Notes pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Representatives” shall have the meaning set forth in the preamble.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Settlement Date” shall mean the first day on which the Company operates as an independent public company after completion of its separation from Corteva Inc.

“Shelf Effectiveness Period” shall have the meaning set forth in Section ‎2(c) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section ‎2(b) hereof.

3

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the Registrable Notes on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section ‎2(b) hereof.

“Staff” shall mean the staff of the SEC.

“Suspension Actions” shall have the meaning set forth in Section ‎2(e)(vi) hereof.

“Target Registration Date” shall mean the date that is 366 days from the Settlement Date.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall have the meaning set forth in the preamble.

“Underwriter” shall have the meaning set forth in Section ‎3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Notes are sold to an Underwriter for reoffering to the public.

“Vylor Notes” shall have the meaning set forth in the preamble.

2.Registration under the Securities Act.

(a)(i) To the extent not prohibited by any applicable law or regulation, or applicable interpretations of the SEC or the Staff, the Company shall use its commercially reasonable efforts to (x) file or cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange each series of outstanding Registrable Notes for the corresponding series of Exchange Notes and (y) keep such Registration Statement effective until 180 days after the Exchange Date for use by one or more Participating Broker-Dealers.

(ii)The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use commercially reasonable efforts to complete the Exchange Offer no later than the Target Registration Date.

(iii)After the Exchange Offer Registration Statement has become effective, the Company shall commence the Exchange Offer by mailing or making available the related Prospectus and any other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(A)that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Notes validly tendered and not validly withdrawn will be accepted for exchange, except to the extent not permitted by law, applicable interpretations of the Staff or as otherwise contemplated in this Agreement;

(B)the date of acceptance for exchange of all Registrable Notes so validly tendered and not validly withdrawn, which shall be a date at least 20 Business Days (in accordance with the Exchange Act) after the date such Prospectus is mailed or made available, unless a shorter period is permitted by applicable securities laws (the “Exchange Date”);

(C)that any Registrable Note not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

4

(D)that any Holder electing to have a Registrable Note exchanged pursuant to the Exchange Offer will be required to (x) surrender such Registrable Note to the institution and at the address and in the manner specified in the Prospectus, or (y) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Note, in each case prior to the close of business on the Exchange Date; and

(E)that any Holder will be entitled to withdraw its election, not later than the close of business on the Exchange Date, by effecting such withdrawal in compliance with the applicable procedures of the institution and in compliance with the applicable procedures of the depositary for the Registrable Notes.

(iv)As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (I) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (II) at the time of the commencement of the Exchange Offer it is not engaged in, and does not intend to engage in, and it has no arrangement or understanding with any Person to participate in, the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act, (III) it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or, if it is such an “affiliate,” such Holder will comply with the prospectus delivery requirements of the Securities Act to the extent applicable in connection with any resale of the Exchange Notes, (IV) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Registrable Notes that were acquired as a result of market-making or other trading activities, then such Holder will comply with the prospectus delivery requirements of the Securities Act, to the extent applicable, in connection with any resale of the Exchange Notes, (V) it is not prohibited by any law or policy from participating in the Exchange Offer, and (VI) it shall have made such other representations as may be reasonably requested by the Company, or as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available (collectively, the “Holder Representations”). Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Registrable Notes acquired by such Holder directly from the Company.

(v)As soon as practicable after the Exchange Date, the Company shall:

(A)cause the Registrable Notes or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer to be accepted for exchange;

(B)cause all Registrable Notes or portions thereof so accepted for exchange to be delivered to the Trustee for cancellation;

(C)issue the applicable series of Exchange Notes equal in principal amount to the principal amount of the corresponding series of Registrable Notes validly tendered by such Holder; provided that if any of the Registrable Notes are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Notes in accordance with applicable book-entry procedures; and

(D)cause the Trustee to promptly authenticate and deliver to each Holder such Exchange Notes.

(vi)The Company shall use its commercially reasonable efforts to complete the Exchange Offer as provided above and shall use commercially reasonable efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that (I) the Exchange Offer does not violate any applicable law, rule, regulation or applicable interpretations of the Staff, (II) the Registrable Notes shall be validly

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tendered in accordance with the Exchange Offer, (III) each Holder of Registrable Notes exchanged in the Exchange Offer shall have made the Holder Representations, (IV) no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (V) the Exchange Offer will be made to all Holders other than to any Holder of the European Economic Area or the United Kingdom to whom the Exchange Offer cannot be made without requiring the publication of a prospectus for the purposes of Regulation (EU) 2017/1129 or the Public Offers and Admissions to Trading Regulations 2024 and any rules made thereunder by the UK Financial Conduct Authority, as applicable, (which may be certified or validated by way of representations from Holders of Registrable Notes) and (VI) other customary conditions relating to the delivery of the Vylor Notes or other actions customarily taken by Holders participating in the Exchange Offer or the execution and delivery of customary documentation relating to the Exchange Offer shall have been satisfied (or validly waived).

(b)In the event that (i) the Company determines that any changes in applicable law or applicable interpretations of the Staff or the SEC do not permit the Company to effect the Exchange Offer provided for in Section ‎2(a) hereof, (ii) a Holder participating in the Exchange Offer does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and U.S. federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) and notifies (a “Holder Notice”) the Company within 30 days after such Holder first becomes aware of such restrictions, (iii) the Exchange Offer, for any other reason, is not completed by the Target Registration Date, or (iv) the Company receives a written request (a “Shelf Request”) from any Holder within 20 Business Days after the consummation of the Exchange Offer representing that they hold Registrable Notes that are or were ineligible to be exchanged in the Exchange Offer, the Company shall use commercially reasonable efforts to file, as promptly as practicable after the date of such determination, Holder Notice or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all Vylor Notes that then constitute Registrable Notes by the Holders thereof and to have such Shelf Registration Statement become effective; provided, however, that the Company shall be under no obligation to file any such Shelf Registration Statement before they are obligated to file an Exchange Offer Registration Statement pursuant to Section ‎2(a) hereof and no Holder shall be entitled to have the Registrable Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to a Shelf Registration Statement required pursuant to this Section ‎2(b), the consummation of the Exchange Offer shall relieve the Company of such obligation to file a Shelf Registration Statement for the scenarios set forth in Section ‎2(b)(i) or Section ‎2(b)(iii) hereof.

(c)(i) In the event that the Company is required to file a Shelf Registration Statement pursuant to Section ‎2(b)(ii) or Section ‎2(b)(iv) hereof, the Company shall use its commercially reasonable efforts to file and to cause to become effective both an Exchange Offer Registration Statement pursuant to Section ‎2(a) hereof with respect to all Registrable Notes and, with respect to any Registrable Notes to which Section ‎2(b)(ii) or Section ‎2(b)(iv) hereof applies, a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of such Registrable Notes held by the Holders, if any, after completion of the Exchange Offer.

(ii)The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period of one year from the effective date of such Shelf Registration Statement or such shorter period that will terminate when all of the Vylor Notes covered by the Shelf Registration Statement cease to be Registrable Notes (the “Shelf Effectiveness Period”).

(iii)The Company further agrees to use its commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Notes with respect to information relating to such Holder, and to use commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable.

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(iv)Unless it has been filed with the SEC or is otherwise publicly available, the Company agrees to furnish to the Holders of Registrable Notes registered on such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to the depository or depositories of the Registrable Notes for distribution to its participants.

(d)(i) The Company shall pay all Registration Expenses in connection with any registration pursuant to Section ‎2(a) or Section ‎2(b) hereof.

(ii)Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, and, except as otherwise expressly set forth herein, any other expenses, if any, relating to the underwriting, offering, sale or disposition of such Holder’s Registrable Notes pursuant to any Shelf Registration Statement.

(e)(i) An Exchange Offer Registration Statement pursuant to Section ‎2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.

(ii)A Shelf Registration Statement pursuant to Section ‎2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

(iii)If a Registration Default occurs with respect to any Registrable Notes, the interest rate on such Registrable Notes (and only such Registrable Notes) will be increased by 0.25% per annum (such increased interest rate amount, the “Additional Interest”) beginning on the day immediately following such Registration Default. A Registration Default ends with respect to any Vylor Notes when such Vylor Notes cease to be Registrable Notes or, if earlier, (A) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed or when the Shelf Registration Statement covering such Registrable Notes becomes effective or (B) in the case of a Registration Default under clause (ii) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the Additional Interest provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, no Additional Interest shall be payable if (A) the Exchange Offer Registration Statement is not filed or declared effective or the Exchange Offer for the applicable series of Registrable Notes is not consummated on account of the reasons set forth in Section ‎2(b) hereof (it being understood, however, that in any such case the Company shall be obligated to file a Shelf Registration Statement and such Additional Interest shall be payable if the Shelf Registration Statement is not declared effective in accordance with Section ‎2(c) hereof), (B) the Shelf Registration Statement is not declared effective as set forth above because the Holder Notice or Shelf Request was not made on a timely basis, (C) at any time during which a Shelf Registration Statement is effective and the related Prospectus is usable or (D) to the extent it would otherwise be payable solely as a result of (x) the filing of a post-effective amendment to a Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Securities Act, quarterly unaudited financial information with respect to the Company, where such post-effective amendment is not yet effective and is required to permit Holders to use the related Prospectus, or (y) any Suspension Action taken pursuant to Section ‎2(e)(vi) hereof or any suspension of dispositions pursuant to Section ‎3(d) hereof.

(iv)Notwithstanding anything to the contrary in this Agreement, if the Exchange Offer is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its Vylor Notes for Exchange Notes in the Exchange Offer will not be entitled to receive any Additional Interest, and such Vylor Notes will no longer constitute Registrable Notes hereunder.

(v)Any Additional Interest payable by the Company will be paid on the Interest Payment Dates (as defined in the Indenture) and in the manner specified for the applicable series of Registrable Notes under the Indenture. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest by the principal amount of the applicable Registrable Notes, multiplied by a fraction, the numerator of which

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is the number of days such rate of Additional Interest was applicable during the relevant period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any Additional Interest referenced in this Section ‎2(e) shall constitute liquidated damages and shall be the sole remedy of any Holder (other than a Participating Broker-Dealer) with respect to the Exchange Offer Registration and Shelf Registration and related matters provided for in this Agreement.

(vi)The Company shall be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or any of its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

3.Registration Procedures.

(a)In connection with its obligations pursuant to Section ‎2(a) and Section ‎2(b) hereof, the Company shall use commercially reasonable efforts to:

(i)prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the resale of the Registrable Notes by the Holders thereof, and (z) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section ‎2 hereof;

(ii)(A) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section ‎2 hereof and supplement each Prospectus with any required prospectus supplement and, as so supplemented, to file such Prospectus pursuant to Rule 424 under the Securities Act; and (B) keep each Prospectus current during the period described in Section 4(a)(3) of, and Rule 174 under, the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Notes or Exchange Notes;

(iii)to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and the retention of any Free Writing Prospectus not required to be filed to the extent required by SEC rules;

(iv)(A) in the case of a Shelf Registration, use commercially reasonable efforts upon written request to furnish to each Holder of Registrable Notes included on such Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Notes, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto (other than any document that amends and supplements any Prospectus, preliminary prospectus or Free Writing Prospectus because it is incorporated by reference therein), as such Holder, counsel or Underwriter may reasonably request in writing in order to facilitate the sale or other disposition of the Registrable Notes thereunder; and, (B) subject to Section ‎3(c) hereof, the Company consents to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Notes and any such Underwriters in connection with the offering and sale of the Registrable Notes covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

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(v)(A) in the case of an Exchange Offer Registration Statement, use commercially reasonable efforts to cause the registration and qualification of the Registrable Notes under all applicable state securities or blue sky laws, if and to the extent legally required in order to effect the Exchange Offer, and, in the case of a Shelf Registration Statement and if necessary to permit sales under the Shelf Registration Statement, cooperate with the selling Holders and their counsel to register or qualify the Registrable Notes under the applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Notes covered by such Shelf Registration Statement shall reasonably request in writing by the time the applicable Shelf Registration Statement becomes effective; (B) cooperate with such Holders in connection with any filings required to be made with FINRA; and (C) use commercially reasonable efforts to cause any and all other acts and things within the Company’s reasonable control that may be reasonably necessary to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Notes owned by such Holder; provided that the Company shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to subject itself to service of process in any such jurisdiction, or (3) subject itself to taxation in any such jurisdiction if it is not already so subject;

(vi)Notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Notes included on such Shelf Registration Statement and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing: (1) if not available by EDGAR, when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed; (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective; (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any resale of Registrable Notes covered thereby, the Company receives any notification with respect to the suspension of the qualification of the Registrable Notes for resale in any jurisdiction or the initiation of any proceeding for such purpose; (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus or any amendment or supplement thereto untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances under which they were made); and (6) of any determination by the Company that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be required;

(vii)use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Shelf Registration Statement on the proper form, as promptly as reasonably practicable and provide prompt notice to each Holder of the withdrawal of any such order or such resolution;

(viii)in the case of a Shelf Registration, furnish to each Holder of Registrable Notes included on such Shelf Registration Statement, without charge, upon written request, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested in writing), if such documents are not available via EDGAR;

(ix)in the case of a Shelf Registration, reasonably cooperate with the Holders of Registrable Notes included on such Shelf Registration Statement to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold and not bearing any restrictive legends and enable such Registrable Notes to be issued in such denominations and, in the case of certificated securities, registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least three Business Days prior to the closing of any sale of Registrable Notes;

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(x)upon the occurrence of any event contemplated by Section ‎3(a)(vi)(5) hereof, use commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Notes, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Holders of Registrable Notes and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement), as applicable, to suspend use of the Prospectus or any Free Writing Prospectus as promptly as reasonably practicable after the occurrence of such an event, and such Holders, such Participating Broker-Dealers and Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company has amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; provided that the Company shall not be required to take any action pursuant to this Section ‎3(a)(x) during any suspension period pursuant to Section ‎2(e)(vi) or Section ‎3(d) hereof;

(xi)within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, or any amendment of or supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus, in each case, excluding any document that is to be incorporated by reference into such Registration Statement, Prospectus, Free Writing Prospectus or any amendment or supplement thereto, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Notes included on such Shelf Registration Statement and their counsel) and make representatives of the Company, as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes included on such Shelf Registration Statement or their counsel), available for discussion of such document at reasonable times and upon reasonable notice, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to the depository or depositories of the Registrable Notes for distribution to its participants; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, or any amendment of or supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus, in each case, excluding any document that is to be incorporated by reference into such Registration Statement, Prospectus or Free Writing Prospectus or any amendment or supplement thereto, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes or their counsel) shall have previously reasonably objected in writing within two Business Days after the receipt thereof, unless the Company in good faith reasonably believes that use or filing of such Registration Statement, Prospectus, Free Writing Prospectus, or any amendment of or supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus is required by applicable law;

(xii)use commercially reasonable efforts to obtain a CUSIP number for all Exchange Notes or Registrable Notes, as the case may be, not later than the initial effective date of a Registration Statement;

(xiii)cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Notes or Registrable Notes that are registered on a Shelf Registration Statement, as the case may be; reasonably cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv)in the case of a Shelf Registration, make available for inspection, solely for customary due diligence purposes to the extent appropriate, by a representative of the Holders of the Registrable Notes (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, one firm of counsel and one firm of accountants designated by a majority in aggregate principal amount of the Holders of Registrable Notes to be included in such Shelf Registration and one firm of attorneys and one firm of accountants designated by such Underwriter, at reasonable times and in a reasonable manner, such financial and other records, pertinent documents and access to properties of the Company and its subsidiaries as such Persons may reasonably

10

request, and cause the officers, directors and employees of the Company to supply all such information and access reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information (including, without limitation, entering into a confidentiality agreement in customary form if requested by the Company) and shall not disclose such records, documents or information unless (A) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement; (B) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or as part of the evidentiary procedures of a court of competent jurisdiction; or (C) such records, documents or information have previously been generally made available to the public;

(xv)if reasonably requested by any Holder of Registrable Notes covered by a Shelf Registration Statement, promptly include or incorporate by reference in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably concludes is required to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing;

(xvi)in the case of a Shelf Registration, enter into such customary agreements and take all such other customary and appropriate actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Notes covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Notes including, but not limited to, in an Underwritten Offering and in such connection, (A) provided that the Holders’ representations and warranties are of the substance and scope as are customarily made by selling security holders to underwriters in underwritten offerings, to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Notes with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and consistent with the applicable representations and warranties in the Purchase Agreement and confirm the same if and when required by or requested by the Holder pursuant to the applicable underwriting agreement, (B) solely with respect to an Underwritten Offering, obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders of a majority in principal amount of the Registrable Notes being sold and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of such Registrable Notes, in customary form and subject to customary limitations, assumptions and exclusions and covering the matters customarily covered in opinions requested in underwritten offerings, (C) solely with respect to an Underwritten Offering, obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of such Registrable Notes, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus, and (D) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Notes being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause ‎(A) above and to evidence compliance with any customary conditions contained in an underwriting agreement; it being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Vylor Notes are customary; and

(b)In the case of a Shelf Registration Statement, the Company may require, as a condition to include such Holder’s Registrable Notes in such Shelf Registration Statement, each Holder of Registrable Notes to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Notes and other documentation necessary to effectuate the proposed disposition as the Company may from time to time reasonably request in writing and require such Holder to agree in writing to be bound by all provisions of this Agreement applicable to such Holder; provided that if such Holder fails to provide the requested information within 15 Business Days, including all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be

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stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, the Company may exclude such Holder’s Registrable Notes from such Shelf Registration Statement until such time as the information is provided.

(c)In the case of a Shelf Registration Statement, each Holder of Registrable Notes covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section ‎3(a)(vi)(3) or Section ‎3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Notes pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section ‎3(a)(x) hereof and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Notes that is current at the time of receipt of such notice.

(d)(i) If the Company shall give any notice to suspend the disposition of Registrable Notes pursuant to a Registration Statement, the Company shall not be required to maintain the effectiveness during the period of suspension, and the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Notes shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice that such amendment or supplement is not necessary; provided that no such extension shall be made in the case where such suspension is solely as a result of the Company’s compliance with this Section ‎3(d) or any other suspension at the request of a Holder.

(ii)The Company may give any such notice only twice during any 365-day period, any such suspensions shall not exceed 60 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period (except for the consecutive 60-day period immediately prior to the maturity of the Vylor Notes).

(e)(i) The Holders of Registrable Notes covered by a Shelf Registration Statement who desire to do so may sell such Registrable Notes in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Company (provided the lead Underwriter shall also be reasonably acceptable to Holders of a majority in principal amount of the Registrable Notes included in such offering). All fees, costs and expenses of the Underwriters, except for Registration Expenses, shall be borne by such Holders.

(ii)No Holder of Registrable Notes may participate in any Underwritten Offering hereunder unless such Holder (A) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, and (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such Underwritten Offering.

(iii)In the event of an Underwritten Offering, each Holder agrees that, neither such Holder nor any Underwriter participating in any disposition pursuant to any Registration Statement on such Holder’s behalf, will make any offer relating to the Registrable Notes that would constitute an Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.

4.Participation of Broker-Dealers in Exchange Offer.

(a)(i) The Company has been advised that the Staff has taken the position that any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for the Vylor Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

(ii)The Company has been advised that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect

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and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b)(i) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees, if so requested by one or more Holders who is a Participating Broker-Dealer, to use commercially reasonable efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period ending on the earlier of (A) 180 days after the Exchange Date (as such period may be extended pursuant to Section ‎3(d) hereof), and (B) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market making or other trading activities, in each case to the extent necessary to ensure that the Exchange Offer Registration Statement is available for resale of the Registrable Notes acquired by the Participating Broker-Dealers.

(ii)The Company further consents, subject to Section ‎3(c) hereof, to the delivery of (or, to the extent permitted by law, agree to make available) such Prospectus by Participating Broker-Dealers during such period in connection with the resales contemplated by this Section ‎4.

(c)The Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that a Holder may make pursuant to Section ‎4(b) hereof.

5.Indemnification and Contribution.

(a)(i) The Company agrees to indemnify and hold harmless each Initial Purchaser, each Holder, their respective directors, officers and employees, each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other documented expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or in any amendment thereof or any supplement thereto, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing by or on behalf of such parties expressly for use therein.

(ii)In connection with any Underwritten Offering permitted by Section ‎3 hereof, the Company agrees to also indemnify the Underwriters, if any, their respective affiliates (within the meaning of Rule 405 under the Securities Act) and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

(b)Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, the directors of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act and such Initial Purchaser’s respective directors, officers and employees, to the same extent as the indemnity set forth in Section ‎5(a) hereof, but only with respect to any losses, claims, damages or liabilities (including without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and

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expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by or on behalf of such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.

(c)(i) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either Section ‎5(a) or Section ‎5(b) hereof, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under Section ‎5(a) or Section ‎5(b) hereof, except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under Section ‎5(a) or Section ‎5(b) hereof.

(ii)If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section ‎5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding, as incurred.

(iii)In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (A) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (B) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (C) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (D) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

(iv)It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred.

(v)Any such separate firm (x) for any Initial Purchaser or its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by such Initial Purchasers, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders, and (z) in all other cases shall be designated in writing by the Company.

(vi)The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.

(vii)No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding, and (B) does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

(d)If the indemnification provided for in Section ‎5(a) or Section ‎5(b) hereof is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each

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Indemnifying Person under such Section ‎5(a) or Section ‎5(b), in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering of the Vylor Notes and the Exchange Notes, on the one hand, and by the Holders from receiving the Vylor Notes or Exchange Notes registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause ‎(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause ‎(i) but also the relative fault of the Company, on the one hand, and the Holders, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and the Holders, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)(i) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section ‎5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section ‎5(d) hereof.

(ii)The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section ‎5(d) hereof shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim.

(iii)Notwithstanding the provisions of this Section ‎5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the applicable series of Vylor Notes or Exchange Notes sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(iv)No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(v)The Holders’ obligations to contribute pursuant to this Section ‎5 are several and not joint.

(f)The remedies provided for in this Section ‎5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)The indemnity and contribution provisions contained in this Section ‎5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement; (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the officers or directors of or any Person controlling the Company; (iii) acceptance of any of the Exchange Notes; and (iv) any sale of Registrable Notes pursuant to a Shelf Registration Statement.

6.General.

(a)No Inconsistent Agreements. The Company represents, warrants and agrees that (i) the rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of any other outstanding securities issued by the Company under any other agreement, and (ii) the Company has not entered into, and on or after the date of this Agreement, will not enter into, any agreement that conflicts with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof.

(b)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in

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aggregate principal amount of the outstanding Registrable Notes affected by such amendment, modification, supplement, waiver or consent. Any amendments, modifications, supplements, waivers or consents pursuant to this Section ‎6(b) shall be in writing and signed by the parties hereto. Each Holder of Registrable Notes outstanding at the time of such amendment, modification, supplement, waiver or consent thereafter shall be bound by and any such amendment, modification, supplement, waiver or consent effected pursuant to this Section ‎6(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Notes or is delivered to such Holder. Each Holder may waive compliance with respect to any obligation of the Company under this Agreement as it may apply or be enforced by such particular Holder.

(c)Notices. Except as otherwise specified herein, all notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, email or any courier guaranteeing overnight delivery (A) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section ‎6(c), which address initially is, with respect to the Initial Purchasers, the addresses set forth in the Purchase Agreement; (B) if to the Company, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section ‎6(c); and (C) if to such other persons, at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section ‎6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; on receipt, if emailed; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Notes in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Notes in any manner, whether by operation of law or otherwise, such Registrable Notes shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Notes such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their respective capacities as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e)Third-Party Beneficiaries. The Trustee and each Holder shall be a third-party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder; provided that the remedies of any Holder with respect to any Registration Default and the Exchange Offer Registration, any Shelf Registration and related matters provided for in this Agreement shall be limited to the Additional Interest set forth in Section ‎2(e) hereof, which shall constitute liquidated damages and the sole remedy therefor.

(f)Counterparts. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail in “portable document format” (“.pdf”) (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g)Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

(h)Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other

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matter arising out of or based on this Agreement shall be brought in the courts of the State of New York sitting in New York County or of the United States of America for the Southern District of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(i)Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, void or unenforceable provisions.

(j)Delegation by the Company. All references to obligations of the Company to take or not take any actions shall be satisfied so long as the Company causes such actions to be taken or not taken, as applicable.

(k)Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the expiration of the Shelf Effectiveness Period, except for any liabilities or obligations under Section ‎5 hereof, each of which shall remain in effect in accordance with its terms.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

VYLOR INC.
By:	/s/ Laurie A. Conslato
	Name:	Laurie A. Conslato
	Title:	Treasurer

[Signature Page to the Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

MORGAN STANLEY & CO. LLC
By:	/s/ Yiming Hu
	Name:	Yiming Hu
	Title:	Vice President

[Signature Page to the Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

J.P. MORGAN SECURITIES LLC
By:	/s/ Som Bhattacharyya
	Name:	Som Bhattacharyya
	Title:	Executive Director

[Signature Page to the Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

BOFA SECURITIES, INC.
By:	/s/ Kevin Wehler
	Name:	Kevin Wehler
	Title:	Managing Director

[Signature Page to the Registration Rights Agreement]

Filing Exhibits & Attachments

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