Exhibit 10.1


 


 EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


2.950% SENIOR NOTES DUE 2031


 


This REGISTRATION RIGHTS AGREEMENT dated
March 3, 2021 (the “Agreement”) is entered into by and among Expedia Group, Inc., a Delaware corporation (the
 “Company”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and
J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”)
of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated February
16, 2021 (the “Purchase Agreement”).


 


The Company, the Guarantors and the Representatives
are parties to the Purchase Agreement which provides for the sale by the Company to the Initial Purchasers of $1,000,000,000 aggregate
principal amount of the Company’s 2.950% Senior Notes due 2031 (the “Securities”), which will be guaranteed
on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.


 


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


 


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


 


“Additional Guarantor”
shall mean any subsidiary of the Company that becomes a Guarantor under the Indenture after the date of this Agreement.


 


“Business Day” shall
mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed.


 


“Company” shall have
the meaning set forth in the preamble and shall also include the Company’s successors.


 


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


 


“Exchange Dates” shall
have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall
mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities 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) 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.


 


“Exchange Securities”
shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to
the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.


 


“Free Writing Prospectus”
means 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 sale of the Securities or the Exchange Securities.


 


“Guarantors” shall have
the meaning set forth in the preamble and shall also include any Additional Guarantors.


 


“Holders” shall mean
the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4
and 5 of this Agreement, 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 mean
the Indenture relating to the Securities dated as of March 3, 2021 among the Company, the Guarantors and U.S. Bank National Association,
as trustee, and as the same may be amended from time to time in accordance with the terms thereof.


 


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


 


“Inspector” shall have
the meaning set forth in Section 3(a)(xiii) 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 Securities; provided that
whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates 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 Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness
of any Shelf Registration Statement, such additional Securities and the Registrable Securities 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 Securities has been obtained.


 






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“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 any preliminary prospectus, and 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 Securities 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 Securities”
shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged
or disposed of pursuant to such Registration Statement, (ii) on the earliest date that is no less than two years after the date
of this Agreement and on which all Securities (except Securities held by an affiliate of the Company) are no longer subject to
any restrictions on transfer under the Securities Act, including those pursuant to Rule 144 under the Securities Act, (iii) when
such securities cease to be outstanding or (iv) when the Exchange Offer is consummated, except in the case of Securities that would
otherwise remain Registrable Securities that are held by a Holder that (x) was ineligible to participate in the Exchange Offer
or (y) validly tendered and did not properly withdraw Registrable Securities in the Exchange Offer and did not receive fully tradeable
Exchange Securities pursuant to the Exchange Offer.


 


“Registration Default”
shall have the meaning set forth in Section 2(d) hereof.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the
Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry
Regulatory Authority, Inc. (“FINRA”) registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of
one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel
for the Underwriters) in connection with blue sky qualification of any Exchange Securities or Registrable Securities),
(iii) all reasonable expenses of any Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any 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, (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 and its counsel, (vii) the reasonable fees and disbursements of counsel for the Company and the Guarantors and,
in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which
counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and
(viii) the reasonable fees and disbursements of the independent public accountants of the Company and the Guarantors,
including the expenses of any special audits or “comfort” letters required by or incident to the performance of
and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.


 






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“Registration Statement”
shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable
Securities 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” shall have
the meaning set forth in the preamble.


 


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


 


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


 


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


 


“Shelf Registration Statement”
shall mean a “shelf” registration statement (or post-effective amendment or supplement to an existing shelf registration
statement) of the Company and the Guarantors that covers all or a portion of the Registrable Securities 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.


 


“Subsidiary Guarantees”
shall mean the guarantees of the Securities and Exchange Securities by the Guarantors under the Indenture.


 


“Target Registration Date”
shall mean the date which is 365 days from the date hereof.


 


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


 


“Trustee” shall mean
the trustee with respect to the Securities under the Indenture.


 






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


 


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


 


Section
2.      Registration
Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff,
the Company and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities (which
registration statement, for the avoidance of doubt, may provide for the registration of other securities of the Company and Guarantors),
(ii) cause such Exchange Offer Registration Statement to become effective and (iii) have such Registration Statement
remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and
the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective
by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than (1) 30 days after such
effective date (or if such 30th day is not a Business Day, the next succeeding Business Day) and (2) the Target Registration Date.


 


The Company and the Guarantors shall commence
the Exchange Offer by mailing in compliance with the applicable procedures of the depositary the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required
by applicable law, substantially the following:


 


(i)                
that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and
not properly withdrawn will be accepted for exchange;


 


(ii)             
the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is
mailed) (the “Exchange Dates”);


 


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


 


(iv)            
that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A)
surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address
(located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such
exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior
to the close of business on the last Exchange Date; and


 


(v)               that
any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A)
delivering to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the
notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities
exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable
Securities.


 






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As a condition to participating in the Exchange
Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities 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 has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is
a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired
as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted
by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.


 


As soon as practicable after the last Exchange
Date, the Company and the Guarantors shall:


 


(i) accept for exchange Registrable
Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and


 


(ii) deliver, or cause to be delivered,
to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue,
and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the
principal amount of the Registrable Securities tendered by such Holder.


 


The Company and the Guarantors shall use their
commercially reasonable best efforts to complete the Exchange Offer as provided above and shall 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 the Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff.


 


(b)              
In the event that (i) the Company and the Guarantors determine that
the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as
reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations
of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon
receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable
Securities that were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially
reasonable best efforts to cause to be filed as soon as practicable after such determination date or Shelf Request, as the case
may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to
have such Shelf Registration Statement become effective (which registration statement, for the avoidance of doubt, may provide
for the registration of other securities of the Company and Guarantors).


 






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In the event that the Company and the Guarantors
are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company
and the Guarantors shall use their commercially reasonable best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement
(which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales
of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.


 


The Company and the Guarantors agree to use
their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the date on which
the Securities registered thereunder cease to constitute Registrable Securities (the “Shelf Effectiveness Period”).
The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related 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
Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause
any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon
as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities (or file on
EDGAR) copies of any such supplement or amendment promptly after its being used or filed with the SEC.


 


(c)              
The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section
2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.


 


(d)              
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. 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.


 


In the event that neither the Exchange
Offer has been completed nor, if required in lieu thereof pursuant to Section 2(b)(i) or 2(b)(ii) hereof, the
Shelf Registration Statement has become effective, on or prior to the Target Registration Date (such event, a
 “Registration Default”), the annual interest rate on the Registrable Securities will be increased by 0.25%
per annum from the date of such Registration Default to but excluding the earlier of the date such Registration Default is
cured or the Securities cease to be Registrable Securities. In the event that the Company receives a Shelf Request pursuant
to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by
the later of (a) the Target Registration Date or (b) 90 days after delivery of such Shelf Request, then the annual
interest rate on the Registrable Securities will be increased by 0.25% per annum for the period from such date to but
excluding the earlier of (i) the date on which such Shelf Registration Statement is declared effective and (ii) the date that
the Securities cease to be Registrable Securities.


 






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Notwithstanding the foregoing, (1) the Company
and the Guarantors shall in no event be required to pay additional interest in excess of 0.25% per annum even if more than one
Registration Default exists at any given time and (2) a Holder of Securities who is not entitled to the benefits of a Shelf Registration
Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration
Statement.


 


If the Shelf Registration Statement, if required
hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable,
in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, then the annual interest
rate on the Registrable Securities will be increased by 0.25% per annum commencing on the day that the Shelf Registration Statement
ceases to be effective or the Prospectus ceases to be usable to but excluding the earlier of (i) the date that the Shelf Registration
Statement has again become effective or the Prospectus again becomes usable and (ii) the date that the Shelf Effectiveness Period
ends; provided that if the failure of the Shelf Registration Statement to be effective or the Prospectus to be usable is
otherwise permitted by this Agreement, then the increase in interest rate will only be effective if such failure to be effective
or usable exists for more than 30 days (whether or not consecutive) in any 12-month period and such increase will commence on the
31st day that such failure to be effective or usable exists in such 12-month period.


 


(e)              
Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge
that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and
the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)               
The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make,
use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act),
other than any communication pursuant to Rule 134 under the Securities Act, any document constituting an offer to sell or
solicitation of an offer to buy the Securities or the Exchange Securities that falls within the exception from the definition of
prospectus in Section 2(a)(10)(a) of the Securities Act or a prospectus satisfying the requirements of Section 10(a)
of the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities
Act.


 


(g)              
The additional interest provided for above shall be payable at the same times, in the same manner and to the same persons
as ordinary interest on the Registrable Securities.


 






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SECTION 3. Registration
Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the
Company and the Guarantors shall as expeditiously as reasonably possible:


 


(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 and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of
the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially
reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period
in accordance with Section 2 hereof;


 


(ii)             
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 cause each
Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of, and Rule 174
under, the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or
Exchange Securities;


 


(iii)           
in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers,
to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge,
upon request, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder,
counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities
thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters
in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus,
preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;


 


(iv)             use
their commercially reasonable best efforts to register or qualify the Registrable Securities under all applicable state
securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement
shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such
Holders in connection with any filings required to be made with the FINRA; and do any and all other acts and things that may
be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the
Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall 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 service of process in any such
jurisdiction, (3) subject itself to taxation or tariff in any such jurisdiction if it is not so subject or (4) make any
change to its charter or by-laws or similar organizational documents;


 






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(v)              
notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities
and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when
a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and
when any amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority
for amendments and supplements to a Registration Statement or 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 sale of Registrable Securities covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an
offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor
receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale 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 untrue in any material respect
or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein
not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration
Statement or any amendment or supplement to the Prospectus would be appropriate;


 


(vi)            
use their commercially reasonable best 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 soon as practicable
and provide prompt notice to each Holder of the withdrawal of any such order or such resolution;


 


(vii)         
in the case of a Shelf Registration, upon request, furnish to each Holder of Registrable Securities, without charge, 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);


 


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


 






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(ix)            
in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof,
use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration
Statement or the related 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 Securities, such
Prospectus 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 and the Guarantors shall
notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of
such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended
or supplemented the Prospectus to correct such misstatement or omission;


 


(x)              
a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement
or amendment or supplement to a Prospectus (other than documents that will be incorporated by reference therein), 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 Securities and their counsel) and make such of the representatives of the Company and the Guarantors 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 Securities or their counsel) available for discussion of such document; and the Company and the Guarantors shall
not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any amendment of or supplement to
a Registration Statement or a Prospectus (other than documents that will be incorporated by reference therein), of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities 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 Securities or their counsel) shall reasonably object;


 


(xi)            
obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial
effective date of a Registration Statement;


 


(xii)          cause
the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be; 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 their reasonable best 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;


 






    11


     


    

 


(xiii)       
in the case of a Shelf Registration, make available for inspection prior to the filing of the Shelf Registration Statement
and during the Shelf Effectiveness Period by a representative of the Holders of the Registrable Securities (an “Inspector”),
any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated
by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants
designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents
and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and
the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection
with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor
as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary
to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment
of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;


 


(xiv)        
in the case of a Shelf Registration, use their commercially reasonable best efforts to cause all Registrable Securities
to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the
Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy
applicable listing requirements;


 


(xv)          
if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include
in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests
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)         as
may reasonably be required in the case of a Shelf Registration, enter into such customary agreements and take all such other
actions in connection therewith (including those requested by the Holders of a majority in principal amount of the
Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the
extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries and the Registration Statement, 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 confirm the same if and when requested,
(2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and
substance similar to that provided in the Purchase Agreement, as modified for registered offering, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten
offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company and
the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor,
or of any business acquired by the Company or any Guarantor 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 Registrable Securities, 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 or Prospectus and (4) deliver
such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities 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 and the Guarantors made pursuant to
clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement;
and


 






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(xvii)     
so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition
by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex
A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity,
to the Initial Purchasers no later than five Business Days following the execution thereof.


 


(b)              
In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish
to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities
as the Company and the Guarantors may from time to time reasonably request in writing.


 


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


 


(d)               If
the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company and the Guarantors 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 Securities shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any
such notice only three times during any 365-day period and any such suspensions shall not exceed 30 days for each suspension
and there shall not be more than two suspensions in effect during any 365-day period.


 


(e)              
The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable
Securities 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 Holders of a
majority in principal amount of the Registrable Securities included in such offering.


 


Section
4.      Participation
of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities 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 Securities.


 


The Company and the Guarantors understand
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 and the means by which Participating Broker-Dealers may resell
the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities 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 Securities
for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 






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(b)              
In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree
to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after
the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite
or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized
to deliver such Prospectus (or, to the extent permitted by law, make available) during such period (but not thereafter) in connection
with the resales contemplated by this Section 4.


 


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


 


Section
5.      Indemnification
and Contribution. (a) The Company and each Guarantor, jointly and severally,
agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers
and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without
limitation, reasonable legal fees and other expenses 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, any Free Writing
Prospectus used in violation of this Agreement 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 through the Representatives
or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section
3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers
and similar securities industry professionals participating in the distribution, their respective affiliates 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 Guarantors, the Initial Purchasers
and the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors
who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages
or liabilities 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 such Holder
expressly for use in any Registration Statement and any Prospectus.


 






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(c)              
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 paragraph (a) or (b)
above, 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 this Section 5 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 this Section 5. 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 fees and expenses of such counsel related to such proceeding, as incurred. 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 (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; or (iii) 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. 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 fees and expenses shall be reimbursed as they are incurred.
Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by the Representatives, (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. 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. No Indemnifying
Person shall, without the written consent of the Indemnified Person (not to be unreasonably withheld), 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 a failure to act by or on behalf of any Indemnified Person.


 


(d)              
If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified
Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person
under such paragraph, 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 and the Guarantors from the offering
of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities
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 and the Guarantors 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 and the Guarantors 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 and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 






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(e)              
The Company, the Guarantors 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 paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred
to in paragraph (d) above 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. 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 Securities or the Exchange Securities 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.
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. 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 Guarantors
or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


Section
6.      General.
(a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights
granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the
holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement
and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities 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
and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective
as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements,
waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.


 


(c)              
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) 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 address set forth in the Purchase Agreement; (ii) if
to the Company and the Guarantors, 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 (iii) 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; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; 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.


 






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(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
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject
to all the terms of this Agreement, and by taking and holding such Registrable Securities 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 capacity as Initial Purchasers) shall have no liability or obligation
to the Company or the Guarantors 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. Each Holder shall be a third party beneficiary to the agreements made hereunder between
the Company and the Guarantors, 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.


 


(f)               
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(g)              
Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement
and shall not limit or otherwise affect the meaning hereof.


 


(h)              
Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement,
shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles
that would result in the application of any laws other than the laws of the State of New York.


 


(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, the Guarantors 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 the invalid, void or unenforceable provisions.


 


[Remainder of page intentionally left
blank.]


 






    17


     


    

 


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


 


	 	EXPEDIA GROUP, INC.,
	 	 	 
	 	as Issuer
	 	by  	/s/ Robert J. Dzielak




	 	 	Name: 	Robert J. Dzielak
	 	 	Title: 	Chief Legal Officer & Secretary


 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	 	CARRENTALS.COM, INC.,


CRUISE, LLC,


EAN.COM, LP,


EGENCIA LLC,


EXPEDIA GROUP COMMERCE, INC.,


EXPEDIA LX PARTNER BUSINESS, INC.,


EXPEDIA, INC.,


HIGHER POWER NUTRITION COMMON, HOLDINGS, LLC,


HOTELS.COM, L.P.,


HOTWIRE. INC.,


INTERACTIVE AFFILIATE NETWORK, LLC,


LEMS I LLC,


LIBERTY PROTEIN, INC.,


NEAT GROUP CORPORATION,


O HOLDINGS INC.,


ORBITZ FINANCIAL CORP.,


ORBITZ FOR BUSINESS, INC.,


ORBITZ TRAVEL INSURANCE SERVICES, LLC,


ORBITZ WORLDWIDE, INC.,


ORBITZ WORLDWIDE, LLC,


ORBITZ, INC.,


ORBITZ, LLC,


OWW FULFILLMENT SERVICES, INC.,


TRAVELSCAPE, LLC,


TRIP NETWORK, INC.,


VRBO HOLDINGS, INC.,


WWTE, INC.,


as Guarantors



	 	 	 
	 	By:  	/s/ Robert J. Dzielak
	 	 	Name:  	Robert J. Dzielak
	 	 	Title:  	Chief Legal Officer & Secretary


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

  


	 	BEDANDBREAKFAST.COM, INC.,


HOMEAWAY SOFTWARE, INC.,


HOMEAWAY.COM, INC.,


as Guarantors



	 	 	 
	 	By:  	/s/ Robert J. Dzielak      
	 	 	Name:  	Robert J. Dzielak         
	 	 	Title:  	Chief Legal Officer


 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	 	HOTELS.COM GP, LLC,


as Guarantor 



	 	 	 
	 	By:  	/s/ Robert J. Dzielak
	 	 	Name:  	Robert J. Dzielak
	 	 	Title:  	Manager


 


	 	HRN 99 HOLDINGS, LLC,


as Guarantor



	 	 	 
	 	By:  	/s/ Robert J. Dzielak
	 	 	Name:  	Robert J. Dzielak
	 	 	Title:  	Manager


 


[Signature Page
to Registration Rights Agreement]


 






     


     


    




 


	 	LEMS I LLC, a Delaware limited liability company, on behalf of


LEXEB, LLC, and


LEXE MARGINCO, LLC,


as Guarantors



	 	 	 
	 	By:  	/s/ Robert J. Dzielak
	 	 	Name:  	Robert J. Dzielak
	 	 	Title:  	Chief Legal Officer & Secretary


 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	Accepted: March 3, 2021	 
	 	 	 
	 	 	 
	J.P. Morgan Securities LLC	 
	 	 	 
	 	 	 
	By:	/s/ Robert Bottamedi
	 
	 	Robert Bottamedi	                    
	 	Executive Director	 
	 	 	 
	BofA Securities, Inc.	 
	 	 	 
	 	 	 
	By:	/s/ Kevin Wehler	 
	 	Kevin Wehler	 
	 	Managing Director	 
	 	 	 
	Goldman Sachs & Co. LLC	 
	 	 	 
	 	 	 
	By:	/s/ Adam T. Greene	 
	 	Adam T. Greene	 
	 	Managing Director	 
	 	 	 
	For themselves and on behalf of the
 several Initial Purchasers listed
 in Schedule 1 to the Purchase Agreement.	 




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


Schedule 1


 


	Name
    of Guarantor	 	Jurisdiction
	BedandBreakfast.com, Inc.	 	Colorado
	CarRentals.com, Inc.	 	Nevada
	Cruise, LLC	 	Washington
	EAN.com, LP	 	Delaware
	Egencia LLC	 	Nevada
	Expedia Group Commerce, Inc.	 	Delaware
	Expedia, Inc.	 	Washington
	Expedia LX Partner Business, Inc.	 	Delaware
	Higher Power Nutrition Common Holdings, LLC	 	Delaware
	HomeAway Software, Inc.	 	Delaware
	HomeAway.com, Inc.	 	Delaware
	Hotels.com GP, LLC	 	Texas
	Hotels.com, L.P.	 	Texas
	Hotwire, Inc.	 	Delaware
	HRN 99 Holdings, LLC	 	New York
	Interactive Affiliate Network, LLC	 	Delaware
	LEMS I LLC	 	Delaware
	LEXE Marginco, LLC	 	Delaware
	LEXEB, LLC	 	Delaware
	Liberty Protein, Inc.	 	Delaware
	Neat Group Corporation	 	Delaware
	O Holdings Inc.	 	Delaware
	Orbitz Financial Corp.	 	Delaware
	Orbitz for Business, Inc.	 	Delaware
	Orbitz, Inc.	 	Delaware
	Orbitz, LLC	 	Delaware
	Orbitz Travel Insurance Services, LLC	 	Delaware
	Orbitz Worldwide, Inc.	 	Delaware
	Orbitz Worldwide, LLC	 	Delaware
	OWW Fulfillment Services, Inc.	 	Tennessee
	Travelscape, LLC	 	Nevada
	Trip Network, Inc.	 	Delaware
	VRBO Holdings, Inc. (f/k/a/ HomeAway Holdings, Inc.)	 	Delaware
	WWTE, Inc.	 	Nevada



 






     


     


    

 


Annex A


 


Counterpart to Registration Rights Agreement


 


The undersigned hereby absolutely, unconditionally
and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of March 3, 2021, by and among
Expedia Group, Inc., a Delaware corporation, the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, BofA Securities,
Inc. and Goldman Sachs & Co. LLC) to be bound by the terms and provisions of such Registration Rights Agreement.


 


IN WITNESS WHEREOF, the undersigned has
executed this counterpart as of _______________.


  


	 	[NAME OF SUBSIDIARY GUARANTOR] 



	 	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title: