EX-10.2





 Exhibit 10.2 
  

 
 REGISTRATION RIGHTS AGREEMENT

 PATRIA INVESTMENTS LIMITED 

dated as of January [●], 2021 
  

 
  













							
			
	 1.
	 	Definitions and Interpretations	  	 	1	 
			
	 (a)
	 	Definitions	  	 	1	 
			
	 (b)
	 	Interpretations	  	 	6	 
			
	 2.
	 	Incidental Registrations	  	 	6	 
			
		 	(a) Right to Include Registrable Securities	  	 	6	 
			
		 	(b) Priority in Incidental Registrations	  	 	7	 
			
	 3.
	 	Registration on Request.	  	 	8	 
			
		 	(a) Request by the Demand Party	  	 	8	 
			
		 	(b) Priority on Demand Registration	  	 	9	 
			
		 	(c) Cancellation of a Demand Registration	  	 	10	 
			
		 	(d) Limitations on Demand Registrations	  	 	10	 
			
		 	(e) Postponements in Requested Registrations	  	 	10	 
			
		 	(f) Short-Form Registrations	  	 	11	 
			
		 	(g) Shelf Take-Downs	  	 	12	 
			
		 	(h) No Notice in Block Sales	  	 	13	 
			
		 	(i) Registration Statement Form	  	 	13	 
			
		 	(j) Selection of Underwriters	  	 	14	 
			
	 4.
	 	Registration Procedures	  	 	14	 
			
	 5.
	 	Hedging Transactions.	  	 	21	 
			
	 6.
	 	Indemnification.	  	 	22	 
			
		 	(a) Indemnification by the Issuer	  	 	22	 
			
		 	(b) Indemnification by Holder of Registrable Securities	  	 	22	 
			
		 	(c) Conduct of Indemnification Proceedings	  	 	23	 
			
		 	(d) Contribution	  	 	24	 














							
			
		 	(e) Deemed Underwriter	  	 	25	 
			
		 	(f) Other Indemnification	  	 	25	 
			
		 	(g) Non-Exclusivity	  	 	25	 
			
		 	(h) Primacy of Indemnification	  	 	25	 
			
	 7.
	 	Registration Expenses	  	 	26	 
			
	 8.
	 	Rule 144; Other Exemptions	  	 	26	 
			
	 9.
	 	Certain Additional Agreements	  	 	26	 
			
	 10.
	 	Miscellaneous	  	 	27	 
			
		 	(a) Termination	  	 	27	 
			
		 	(b) Holdback Agreement	  	 	27	 
			
		 	(c) Amendments and Waivers	  	 	28	 
			
		 	(d) Successors, Assigns and Transferees	  	 	28	 
			
		 	(e) Notices	  	 	29	 
			
		 	(f) Further Assurances	  	 	30	 
			
		 	(g) Preservation of Rights	  	 	30	 
			
		 	(h) Entire Agreement; No Third Party Beneficiaries	  	 	30	 
			
		 	(i) Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	  	 	31	 
			
		 	(j) Severability	  	 	31	 
			
		 	(k) Enforcement	  	 	31	 
			
		 	(l) Titles and Subtitles	  	 	32	 
			
		 	(m) No Recourse	  	 	32	 
			
		 	(n) Counterparts; Facsimile Signatures	  	 	32	 

 Exhibit A — Joinder Agreement 
  












 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of
[•], 2021 by and among Patria Investments Limited, a Cayman Islands exempted company (the “Issuer”), Blackstone PAT Holdings IV, L.L.C., a Delaware limited liability company (“Blackstone”), Patria Holdings
Limited, a Cayman Islands exempted company (“Patria Holdings” and, together with Blackstone, each, an “Investor” and collectively, the “Investors”), the Founders (as defined below) and any Person
who becomes a party hereto pursuant to Section 10(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1. 

WHEREAS, the Parties desire to provide the Holders with rights to registration under the Securities Act of Registrable Securities, on the
terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
promises hereinafter set forth, the Parties agree as follows: 
 AGREEMENT 

1. Definitions and Interpretations  

(a) Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings: 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled
by or under common control with, such person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (including any investment fund the primary investment advisor to which is such Person or
an Affiliate thereof); provided, that for purposes of this Agreement, no Holder shall be deemed an Affiliate of the Issuer or any of its Subsidiaries. 

“Agreement” has the meaning given to such term in the Preamble, as the same may be amended, supplemented or
restated from time to time. 
 “Automatic Shelf Registration Statement” has the meaning given to such term
in Section 3(f)(iii). 
 “Board” means the Board of Directors of the Issuer. 

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or
authorized by law to be closed in New York City. 
 “Change of Control” means the Transfer (whether by
tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a Person or group of affiliated Persons, of the Issuer’s Common Shares if, after such transfer, such Person or group
of affiliated Persons would hold more than 50% of the total voting power or common equity securities of the Issuer (or the surviving entity). 












 “Class A Common Shares” means any and
all Class A common shares, par value $[•] per share, of the Issuer, and any shares into which such Class A common shares may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to
Class A common shares, including with respect to any stock split or stock dividend, or a successor security. 

“Class B Common Shares” means any and all Class B common shares, par value $[•]
per share, of the Issuer, and any shares into which such Class B common shares may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Class B common shares, including with respect
to any stock split or stock dividend, or a successor security. 
 “Common Shares” means any and all
Class A Common Shares and Class B Common Shares. 
 “control” (including the terms
“controlling”, “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to
direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise. 

“Covered Person” has the meaning given to such term in Section 6(a). 

“Covered Securities” means (i) with respect to Blackstone, from the date hereof (x) until July
[•], 2021, [•] Class A Common Shares, (y) until January [•], 2022, [•] Class A Common Shares and (z) until July [•], 2022, [•] Class A Common Shares and (ii) with respect to the Founders
and Patria Holdings, (x) until July [•], 2021, [•] Common Shares, (y) until January [•], 2022, [•] Common Shares and (z) until July [•], 2022, [•] Common Shares.1 
 “Demand Follow-Up
Notice” has the meaning given to such term in Section 3(a). 
 “Demand Notice” has the meaning
given to such term in Section 3(a). 
 “Demand Registration” has the meaning given to such term in
Section 3(a). 
  

	1 	 Note to Draft: Brackets to be filled in with (i) the dates that are 6, 12 and 18 months from
the listing date and (ii) the number of Common Shares held by such person and its affiliates as of the closing of the IPO, 2/3 of such Common Shares and 1/3 of such Common Shares, respectively. 



  
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 “Exchange Act” means the Securities Exchange Act of 1934,
as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. 

“FINRA” means the Financial Industry Regulatory Authority. 

“Founders” means, collectively, Mr. Alexandre T. de A. Saigh, Mr. Olimpio Matarazzo Neto and
Mr. Otavio Lopes Castello Branco Neto. 
 “Free Writing Prospectus” has the meaning given to such term
in Section 4(a). 
 “Holdback Period” means, in connection with a registered offering covered by this
Agreement, 90 days after and during the 7 days before, the effective date of the related Registration Statement or, in the case of a takedown from a Shelf Registration, 90 days after the date of the Prospectus supplement filed with the SEC in
connection with such takedown and during such prior period (not to exceed 7 days) as the Issuer has given reasonable written notice to the Holder of Registrable Securities; provided, however, that references in this definition to
“90 days” shall be replaced with (i) “45 days” for the second offering covered by this Agreement and (ii)“30 days” for the third and subsequent offerings covered by this Agreement; provided further,
that notwithstanding this definition, a shorter period of time may be negotiated in the lock-up agreement for an Underwritten Offering, and such period shall not be longer in duration than restrictions imposed
on (x) any officer or director of the Issuer or (y) any other holders of at least 5% or more of the equity securities of the Issuer then outstanding. 

“Holder” means (i) any of the Investors, (ii) any other Person entitled to incidental or
piggyback registration rights hereunder upon entering into a Joinder Agreement substantially in the form of Exhibit A hereto or (iii) any direct or indirect transferee of a Holder who has acquired Registrable Securities from a Holder and
who has entered into a Joinder Agreement substantially in the form of Exhibit A hereto. 
 “Indemnified
Party” has the meaning given to such term in Section 6(c). 
 “Indemnifying Party” has the
meaning given to such term in Section 6(c). 
 “Indemnitors” has the meaning given to such term in
Section 6(h). 
 “Inspector” has the meaning given to such term in Section 4(p). 

“Investor” and “Investors” have the meaning given to such terms in the Preamble. 

“Issuer” has the meaning given to such term in the Preamble. 

“Losses” has the meaning given to such term in Section 6(a). 

“Parties” means the parties to this Agreement. 

“Permitted Transferee” means: (i) with respect to any Holder, (x) an Affiliate (other than
any “portfolio company” described below) of such Holder, and (y) in the case of a Holder that is a partnership, limited liability company or any foreign equivalent thereof, any partner, member or foreign equivalent thereof of
such Holder (provided that such Transfer is made in a pro rata distribution in accordance with the applicable partnership agreement, limited liability company agreement or foreign equivalent thereof, as the case may be); provided,
however, that any such transferee shall agree in a writing 

  
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in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement; provided, further, however, that in no event shall
(A) the Issuer or any of its Subsidiaries or (B) any “portfolio company” (as such term is customarily used among institutional investors) of any Holder or any entity controlled by a portfolio company of any Holder
constitute a “Permitted Transferee”; and (ii) with respect to Blackstone, any third party transferee that acquires all of Blackstone’s Registrable Securities; provided, however, that any such transferee shall agree
in a writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement. 

“Person” means any individual, partnership, joint venture, corporation, limited liability company, trust,
unincorporated organization, government or any department or agency thereof or any other entity. 

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus
supplement, relating to Registrable Securities, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

 “Purchase Agreement” means that certain purchase agreement, dated as of December 1, 2020, by and
among (i) The Blackstone Group Inc., a Delaware corporation, (ii) Blackstone Holdings IV L.P., a Quebec SEC, (iii) Blackstone, (iv) Pátria Holdings, (v) Pátria Investments Limited, an exempted company limited by
shares incorporated in the Cayman Islands, (vi) the Founders (as defined therein), (vii) Pátria Investimentos Limitada, (viii) Pátria Participações Limitada and (ix) Peacock Holdings Limited. 

“Records” has the meaning given to such term in Section 4(p). 

“Registrable Securities” means (a) any Common Shares held by a Holder and (b) any equity securities
or other equity interests issued or issuable, directly or indirectly, with respect to the securities described in clause (a) by way of a conversion or exchange thereof or stock dividends, stock splits or in connection with a combination of
shares, reclassification, spinoff, recapitalization, merger, consolidation or other reorganization; provided, however, that such shares shall cease to be Registrable Securities when: (i) they are disposed of pursuant to an
effective Registration Statement under the Securities Act; (ii) they are sold to the public pursuant to Rule 144 (or other exemption from registration under the Securities Act); (iii) they shall have ceased to be outstanding; or
(iv) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities. 

“Registration Statement” means any registration statement of the Issuer filed with the SEC under the
Securities Act which covers any of the Registrable Securities, including any Prospectus, Free Writing Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement. 

  
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 “Rule 144” means Rule 144 under the Securities Act, as such
rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
 “Rule
405” means Rule 405 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 

“SEC” means the U.S. Securities and Exchange Commission or any other federal agency at the time administering
the Securities Act or the Exchange Act. 
 “Securities Act” means the Securities Act of 1933, as amended,
and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. 
 “Shareholders
Agreement” has the meaning set forth in the Purchase Agreement. 
 “Shelf Registration” has the
meaning given to such term in Section 3(f)(i). 
 “Shelf Underwritten Offering” has the meaning given
to such term in Section 3(g). 
 “Subsidiary” means (i) any corporation of which a majority
of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by another entity, either directly or indirectly and (ii) any joint venture, general or
limited partnership, limited liability company or other legal entity in which an entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner. 

“Suspension Event” has the meaning given to such term in Section 3(e). 

“Take-Down Notice” has the meaning given to such term in Section 3(g). 

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or
similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other agreement with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Common Shares
beneficially owned by a Person or any interest in any Common Shares beneficially owned by a Person. In the event that any Holder that is a corporation, partnership, limited liability company or other legal entity (other than an individual, trust or
estate) ceases to be, directly or indirectly, controlled by the Person controlling such Holder as of the date hereof or a Permitted Transferee thereof, such event shall be deemed to constitute a “Transfer” subject to the restrictions on
Transfer contained or referenced herein; provided, however that, with respect to any Investor or any Affiliate thereof that is an investment fund, a change of control of the direct or indirect general partner or investment advisor of such
investment fund shall not constitute a Transfer. 

  
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 “Underwritten Offering” means an offering registered under
the Securities Act in which Common Shares are sold to one or more underwriters for reoffering to the public. 

“Valid Offering” has the mean set forth in the Purchase Agreement. 

“WKSI” has the meaning given to such term in Section 3(f)(iii). 

(b) Interpretations. For purposes of this Agreement, unless otherwise noted: 

(i) All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws,
rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor laws, rules, regulations and forms thereto in effect at the time. 

(ii) All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be
references to the comparable successor thereto. 
 (iii) All references to agreements and other contractual instruments shall
be deemed to be references to such agreements or other instruments as they may be amended, waived, supplemented or modified from time to time. 

(iv) All references to any amount of securities (including Registrable Securities) shall be deemed to be a reference to such
amount measured on an as-converted or as-exercised basis. 

2. Incidental Registrations. 

(a) Right to Include Registrable Securities. Upon the consummation of the Valid Offering, if the Issuer determines to register its
Common Shares under the Securities Act (other than pursuant to an Automatic Shelf Registration Statement filed solely to effect a block sale in accordance with Section 3(f)(iii), a Registration Statement filed by the Issuer on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes, or filed solely in connection with an exchange offer or any employee benefit or dividend
reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all
Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 2. Upon the written request of any such Holder made within 10 days after the receipt of any such notice (which request shall specify
the number of Registrable Securities intended to be disposed of by such Holder and the intended method or methods of disposition thereof), the Issuer will use its reasonable best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Issuer has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (i) if, at any
time after giving written notice of its intention to register any securities and prior to the effective date of the Registration 

  
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 Statement filed in connection with such registration, the Issuer shall determine for any reason not to
proceed with the proposed registration of the securities to be sold by it, the Issuer may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but not from its obligation to pay the expenses in connection therewith) without prejudice to the rights of the Holders to request that such registration be effected as a
registration under Section 3, and (ii) if such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the Issuer’s registration must sell their Registrable Securities
to the underwriters selected by the Issuer on the same terms and conditions as apply to the Issuer and the other Holders selling Registrable Securities in such Underwritten Offering, with such differences, including any with respect to
indemnification and liability, as are customary in combined primary and secondary offerings. The Issuer shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 2(a)
beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Any Holder of Registrable
Securities who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the Issuer at least two Business Days prior to the earlier of the
anticipated filing date of the “red herring” prospectus, if applicable, and the anticipated pricing date. 
 (b) Priority in
Incidental Registrations. The Issuer shall use reasonable efforts to cause the managing underwriter(s) of a proposed Underwritten Offering to permit Holders of Registrable Securities who have requested to include Registrable Securities in such
offering to include in such offering all Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Issuer included in the offering. Notwithstanding the foregoing, if the
managing underwriter(s) of such Underwritten Offering have informed the Issuer in writing that in its good faith opinion the total number or dollar amount of securities that such Holders and the Issuer intend to include in such offering is such as
to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such
managing underwriter(s), after consultation with the Issuer, determines can be sold without having such material adverse effect on such offering, and such number of Registrable Securities shall be allocated as follows: first, all securities of the
Issuer requested to be included by the Issuer in such registration; second, all securities of the Issuer requested to be included by each Investor and its Affiliates, pro rata among such Holders on the basis of the percentage of Registrable
Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; and third, all securities of the Issuer requested to be included by other holders of Common Shares (other than any Investor and its
Affiliates) requesting such registration as a result of registration rights or otherwise, pro rata among such holders of Common Shares on the basis of the percentage of the Registrable Securities requested to be included in such registration
by such holders. 

  
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 3. Registration on Request. 

(a) Request by the Demand Party. Upon the consummation of the Valid Offering, subject to Section 3(d), each of the Investors and
its Affiliates that is a Holder of Registrable Securities shall have the right to require the Issuer to register under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its
Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Issuer (any such written notice, a “Demand Notice” and any such registration, a “Demand
Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Issuer shall use its reasonable best efforts to file a Registration Statement as
promptly as practicable, but no later than within 45 days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, provided that all necessary documents for the
registration can be obtained and prepared within such 45-day period, provided, further, that all references to “45” days in this clause shall be replaced with “65” days for any Offering
covered by this Agreement for so long as the Issuer is not eligible to use Form F-3. 
 No Demand
Registration shall be deemed to have occurred for purposes of the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained
effective for the period required pursuant to this Section 3, or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the
SEC during such period, (ii) less than 50% of the Registrable Securities requested by the demanding Holder to be included in such registration are included pursuant to Section 3(b) or (iii) the conditions to closing
specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such
demanding Holder or its Affiliates) or otherwise waived by such demanding Holder. 
 Within 5 Business Days after receipt by the Issuer of a
Demand Notice in accordance with this Section 3(a), the Issuer shall give written notice (the “Demand Follow-Up Notice”) of such Demand Notice to all other Holders of Registrable
Securities and shall, subject to the provisions of Section 3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Issuer received written requests for inclusion therein within 5 days
after such Demand Follow-Up Notice is given by the Issuer to such Holders. 
 All requests made
pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof; provided that the requesting Holders may change the number of Registrable Securities
proposed to be registered up to 5 Business Days prior to the applicable Registration Statement being declared effective, subject to the minimum size limit set forth in Section 3(d). 

In the event that the Issuer intends to effect a registration pursuant to Section 3(a) by means of an Underwritten Offering, no Holder
may include Registrable Securities in such registration unless such Holder, subject to the limitations set forth in this Agreement: (i) agrees to sell its Registrable Securities on the basis provided in the applicable underwriting arrangements;
(ii) completes and executes all questionnaires, powers of attorney, indemnities and other documents and agreements reasonable required under the terms of such underwriting arrangements; and (iii) cooperates with the Issuer’s
reasonable requests in connection with such registration (it being understood that the Issuer’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, shall not constitute a breach by
the Issuer of this Agreement). 

  
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 The Issuer shall be required to maintain the effectiveness of the Registration Statement
with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold;
provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the
Issuer or an underwriter of the Issuer pursuant to the provisions of this Agreement. 
 (b) Priority on Demand Registration. If any of
the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter(s) advise the Issuer that in the managing underwriter(s)’ good faith opinion, the total number or
dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such Registration Statement pursuant to
incidental or piggyback registration rights) is such as to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of
Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without having such adverse effect on such offering, and such number of Registrable Securities shall be allocated as follows: 

(i) first, except in the case of a Demand Registration pursuant to a Demand Notice delivered by Blackstone or its Affiliates,
to each Investor and its Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) pro rata among such Holders on the basis of the percentage of Registrable
Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such
registration; provided, in the case of a Demand Registration pursuant to a Demand Notice delivered by Blackstone or its Affiliates, Registrable Securities shall be allocated first to Blackstone and its Affiliates, until all Registrable
Securities requested for registration by Blackstone and its Affiliates have been included in such registration, and then to Patria Holdings and its Affiliates until all Registrable Securities requested for registration by Patria Holdings and its
Affiliates have been included in such registration; 
 (ii) second, among the Holders of Registrable Securities (other than
any Investor and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights, pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of
Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and 

  
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 (iii) third, the securities for which inclusion in such Demand Registration
was requested by the Issuer. 
 (c) Cancellation of a Demand Registration. The Holder that submitted a Demand Notice pursuant to a
particular offering shall have the right, prior to the effectiveness of the Registration Statement, to notify the Issuer that it has determined that the Registration Statement be abandoned or withdrawn, in which event the Issuer shall abandon or
withdraw such Registration Statement. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an Underwritten Offering pursuant to this Section 3 (including the Holder who delivered the Demand Notice of such
registration) shall be permitted to withdraw from such registration by written notice to the Issuer at least two Business Days prior to the effective date of the Registration Statement filed in connection with such registration, or, in the case of
an Underwritten Offering, at least two Business Days prior to the earlier of the anticipated filing of the “red herring” prospectus, if applicable, and the anticipated pricing date. 

(d) Limitations on Demand Registrations. Each of Blackstone and its Affiliates (collectively) and Patria Holdings and its Affiliates
(collectively) shall be entitled to initiate no more than four (4) Demand Registrations (other than Shelf Registrations or shelf take-downs to effect a Shelf Underwritten Offering); provided, that neither Blackstone and its Affiliates
that are Holders of Registrable Securities, on one hand, nor Patria Holdings and its Affiliates that are Holders of Registrable Securities, on the other hand, shall be entitled to initiate more than two (2) such Demand Registrations (other than
Shelf Registrations or shelf take-downs to effect a Shelf Underwritten Offering) in any 12-month period (excluding, for the avoidance of doubt, the Form F-1 relating to
the Issuer’s initial public offering). The Registrable Securities requested to be registered pursuant to Section 3(a) (including, for the avoidance of doubt, the Registrable Securities of the Investors and their Affiliates requested to be
registered) must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least US$25,000,000 or (ii) all of the remaining Registrable Securities owned by the Investors and their
Affiliates or that would be owned upon conversion of all the Class B Common Shares held by the initiating Investor and its Affiliates into Class A Common Shares. 

(e) Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement,
including a Shelf Registration, with respect to a Demand Registration would require the Issuer to make a public disclosure of material non-public information, which disclosure in the sole discretion of the
Issuer (i) would be required to be made in any Registration Statement so that such Registration Statement would not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would
reasonably be expected to have a material adverse effect on the Issuer or its business or on the Issuer’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar
transaction (collectively, “Suspension Events”), then the Issuer may, pursuant to a Board resolution, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial
effectiveness (but not the preparation) of, or suspend use of, such Registration Statement until the delay or suspension of such actions for the grounds 

  
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described above is no longer necessary; provided that the Issuer shall be permitted to do so twice in any 12-month period for a period not to exceed
90 days in the aggregate following notice of any such Suspension Event. In the event that the Issuer exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of
any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. Issuer covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of
Issuer’s employees, officers and directors who are subject to Issuer’s insider trading policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Issuer beneficially owned by them, are so
prohibited for the duration of such suspension period. If the Issuer so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding Holder shall be entitled to withdraw such request and, if such request is
withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 3(d). The Issuer shall promptly give the Holders requesting registration thereof pursuant to this Section 3 written notice of any
postponement made in accordance with this Section 3 and the termination thereof. 
 (f) Shelf Registration. 

(i) Upon the consummation of the Valid Offering, the Issuer shall use its reasonable best efforts to qualify for registration
on Form F-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”). Each Investor and its Affiliates that is a Holder of Registrable
Securities shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Issuer, providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities held by such
requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3; provided, however, that neither Blackstone and its Affiliates that are Holders of Registrable Securities, on
one hand, nor Patria Holdings and its Affiliates that are Holders of Registrable Securities, on the other hand, may require the Issuer to effect more than two (2) Short-Form Registrations in any 12-month
period. If any Demand Registration is proposed by the demanding Holder to be a Shelf Registration and an Underwritten Offering, and if the managing underwriter(s) shall advise the Issuer and the Holders in writing that, in its good faith opinion, it
is of material importance to the success of such proposed offering to file a registration statement on Form F-1 (or any successor or similar registration statement) or to include in such registration statement
information not required to be included in a Shelf Registration, then the Issuer shall file a registration statement on Form F-1 or supplement the Shelf Registration as reasonably requested by such managing
underwriter(s). No such registration nor any other Shelf Registration shall count as a Demand Registration for purposes of calculating how many Demand Registrations the Investors and their Affiliates have initiated pursuant to the provisions of
Section 3. 
 (ii) Upon filing any Shelf Registration, the Issuer shall use its reasonable best efforts to keep such
Shelf Registration effective with the SEC at all times and to re-file such Shelf Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or
supplementing any Prospectus related to such Shelf Registration as may be reasonably requested by any Investor or any of its 

  
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Affiliates that is a Holder of Registrable Securities or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration have been sold or are
no longer outstanding. To the extent that the Issuer becomes ineligible to use Form F-3, the Issuer shall file a “shelf” registration statement on Form F-1 not
later than 45 days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. 

(iii) To the extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time
any Demand Notice for a Shelf Registration is submitted to the Issuer and such Demand Notice requests that the Issuer file a Shelf Registration, the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form F-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of
Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Issuer shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration
Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Issuer shall use its reasonable best efforts to remain a WKSI (and not to become an
ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration
on Form F-3 or file a new Shelf Registration on Form F-3 or, if such form is not available, Form F-1, have such Shelf
Registration declared effective by the SEC and keep such Registration Statement effective during the period during which such Shelf Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Issuer
is eligible to file an Automatic Shelf Registration Statement and an Investor notifies the Issuer that it or its Affiliate that is a Holder of Registrable Securities wishes to engage in a block sale off of such an Automatic Shelf Registration
Statement and the Issuer does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Issuer shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within five
(5) days of such notification by any Investor or such other period of time as agreed between any Investor and the Issuer to the extent that the five-day filing is impracticable. 

(g) Shelf Take-Downs. At any time that a Shelf Registration covering Registrable Securities is effective, if any Investor or its
Affiliates delivers a notice to the Issuer (a “Take-Down Notice”) stating that it intends to effect an Underwritten Offering of all or part of its Registrable Securities included by it on the shelf registration statement (a
“Shelf Underwritten Offering”), then the Issuer shall amend or supplement the Shelf Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering
(taking into account the inclusion of Registrable Securities by any other Holders pursuant to Section 3(g)(i)). Any Investor or its Affiliates that is a Holder of Registrable Securities shall be entitled to request an unlimited number of shelf
take-downs to effect a Shelf Underwritten Offering, if available to the Issuer, with respect to the Registrable Securities held 

  
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by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3; provided, however, that neither
Blackstone and its Affiliates that are Holders of Registrable Securities, on one hand, nor Patria Holdings and its Affiliates that are Holders of Registrable Securities, on the other hand, may require the Issuer to effect more than two
(2) Shelf Underwritten Offerings in a 12-month period. In connection with any Shelf Underwritten Offering: 

(i) the Issuer shall also deliver the Take-Down Notice to all other Holders with securities included on such shelf registration
statement, if any, no later than two Business Days after receipt of any such Take-Down Notice and permit each such Holder, if any, to include its Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering
if such Holder notifies the proposing Holder and the Issuer within two Business Days after distribution or dissemination (including via e-mail, if available) of the Take-Down Notice to such Holder; 

(ii) in the event that the underwriter advises such requesting Holder and the Issuer in its good faith opinion that the total
number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to have a material adverse effect on the timing, price or distribution of such offering, then the underwriter may limit the number of shares which
would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in a registration (for the avoidance of doubt, for purposes of determining the
allocation of shares included in a registration, the Investor (or its Affiliate) that delivered the applicable Take-Down Notice shall be viewed as having delivered a Demand Notice); and 

(iii) If at any time or from time to time, an Investor (or its Affiliate) desires to sell Registrable Securities in an
Underwritten Offering pursuant to a Shelf Underwritten Offering, the underwriters, including the managing underwriter, shall be selected by such Investor (or its Affiliate). 

(h) No Notice in Block Sales. Notwithstanding any other provision of this Agreement, if an Investor wishes to engage in a block sale
that does not involve a road show or other significant marketing efforts by the Issuer, whether underwritten or not (including a block sale off of a Shelf Registration or an effective Automatic Shelf Registration Statement, or in connection with the
registration of such Investor’s Registrable Securities under an Automatic Shelf Registration Statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder (including without
limitation Section 2 of this Agreement), no Holder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale. 

(i) Registration Statement Form. If any registration requested pursuant to this Section 3 which is proposed by the Issuer to be
effected by the filing of a Registration Statement on Form F-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten public offering, and if the managing
underwriter(s) shall advise the Issuer in writing that, in its good faith opinion, the use of another form of Registration Statement is of material importance to the success of such proposed offering or is otherwise required by applicable law, then
such registration shall be effected on such other form. 

  
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 (j) Selection of Underwriters. If any Investor or its Affiliates intends that the
Registrable Securities requested to be covered by a Demand Registration or a Take-Down Notice requested by such Holder shall be distributed by means of an Underwritten Offering, such demanding Holder shall so advise the Issuer as a part of the
Demand Notice or Take-Down Notice, and the Issuer shall include such information in the Notice sent by the Issuer to the other Holders with respect to such Demand Registration or Take-Down Notice. In such event, the lead underwriter to administer
the offering shall be chosen by the demanding Holder, subject to approval (not to be unreasonably withheld) by the Issuer. If the offering is underwritten, the right of any Holder to registration pursuant to this Section 3 will be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such Holder will (together with the Issuer and
the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any
over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no Holder shall be required to sell more than the number of Registrable Securities that such Holder has requested the
Issuer to include in any registration and (B) if any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Issuer, the managing underwriter(s) and, in connection with an
underwritten registration pursuant to this Section 3, the demanding Holder, provided further that no Holder shall be required to make any representations or warranties other than those related to title and ownership of, and power
and authority to transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Issuer
or the managing underwriter(s) by such Holder pertaining exclusively to such Holder. Notwithstanding the foregoing, no Holder shall be required to agree to any indemnification obligations on the part of such Holder that are greater than its
obligations pursuant to Section 6. 
 4. Registration Procedures. If and whenever the Issuer is required to file a Registration
Statement with respect to, or use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 and Section 3, the Issuer shall effect such registration to permit the
sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Issuer shall cooperate in the sale of such Registrable Securities and shall, as expeditiously as reasonably
possible: 
 (a) prepare and file, in each case as promptly as practicable, with the SEC a Registration Statement or
Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Holders thereof or by the Issuer in accordance with the intended method or methods of distribution thereof, make all required filings with
FINRA, and, if such Registration Statement is not automatically effective upon filing, use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable and to remain effective as provided herein;
provided, however, that before filing a Registration Statement or Prospectus or any 

  
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amendments or supplements thereto (including free writing prospectuses under Rule 433 (each a “Free Writing Prospectus”)) and, to the extent reasonably practicable, documents
that would be incorporated by reference or deemed to be incorporated by reference in a Registration Statement filed pursuant to a Demand Notice (other than a Shelf Registration), the Issuer shall furnish or otherwise make available to the Holders of
the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriter(s), if any, copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to the
reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in
the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Issuer’s books
and records, officers, accountants and other advisors. The Issuer will include comments to any Registration Statement and any amendments or supplements thereto from Holders of a majority in aggregate principal amount of the Registrable Securities
covered by such Registration Statement, or their counsel, or the managing underwriters, if any, as reasonably requested on a timely basis. The Issuer shall not file any such Registration Statement or Prospectus, or any amendments or supplements
thereto (including such documents that, upon filing, would be incorporated or deemed incorporated by reference therein and including Free Writing Prospectuses) with respect to a Demand Registration to which the demanding Holder or the Holders of a
majority of the Registrable Securities covered by such Registration Statement (or their counsel) or the managing underwriter(s), if any, shall reasonably 

object, in writing, on a timely basis, unless, in the opinion of the Issuer, such filing is necessary to comply with applicable law; 

(b) except in the case of a Shelf Registration, prepare and file with the SEC such amendments, including post-effective
amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith and such Free Writing Prospectuses and Exchange Act reports as may be necessary to keep such Registration Statement continuously effective
during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be
supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act in each case, until such time as all of such securities have been disposed of in accordance with the intended method or methods of disposition by the seller or sellers
thereof set forth in such Registration Statement; 
 (c) in the case of a Shelf Registration, prepare and file with the SEC
such amendments, including post-effective amendments, and supplements to such Shelf Registration and the Prospectus used in connection therewith and such Free Writing Prospectuses and Exchange Act reports as may be necessary to keep such Shelf
Registration effective and to comply in all material respects with the provision of the Securities Act with respect to the disposition of the Registrable Securities subject thereto for the maximum period permitted by the rules of the SEC, and shall
replace any Shelf Registration at or before expiration. 

  
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 (d) notify each selling Holder of Registrable Securities, its counsel and
the managing underwriter(s), if any, promptly after the Issuer receives notice thereof (i) when a Prospectus or any Prospectus supplement or post-effective amendment or any Free Writing Prospectus has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or
related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose,
(iv) if at any time the Issuer has reason to believe that the representations and warranties of the Issuer contained in any agreement (including any underwriting agreement) contemplated by Section 4(o) below cease to be true and
correct, (v) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of such Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, and (vi) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus, Free Writing Prospectus, amendment or supplement thereto, or any
document incorporated or deemed to be incorporated therein by reference, as then in effect, untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus,
it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (which notice shall notify
the selling Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

 (e) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration
Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practical; 

(f) if requested by the managing underwriter(s), if any, a Holder making a Demand Notice or Take-Down Notice with respect to
such offering or the Holders of a majority of the then issued and outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a Prospectus supplement or post-effective amendment such information as
the managing underwriter(s), if any, or such Holder or Holders, as the case may be, may reasonably request in order to facilitate the disposition of the Registrable Securities in accordance with the intended method or methods of distribution of such
securities set forth in the Registration Statement and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Issuer has received such request; provided, however, that
the Issuer shall not be required to take any actions under this Section 4(f) that are not, in the opinion of counsel for the Issuer, in compliance with applicable law; 

  
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 (g) deliver to each selling Holder of Registrable Securities, its counsel,
and the underwriter or underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto (including any Free Writing Prospectus) as such Persons may
reasonably request from time to time in order to facilitate the disposition of the Registrable Securities in accordance with the intended method or methods of disposition thereof; and the Issuer, subject to the last paragraph of this Section 4,
hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any such amendment or supplement thereto; 
 (h) prior to any public offering of Registrable
Securities, use its reasonable best efforts to register or qualify or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and
to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holders
of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction in accordance with the intended method or methods of disposition thereof; provided, however, that the Issuer will not be
required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(h), (ii) subject itself to taxation in any jurisdiction wherein it is not so
subject or (iii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject (other than service of process in connection with such registration or qualification or any
sale of Registrable Securities in connection therewith); 
 (i) cooperate with the selling Holders of Registrable Securities
and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends unless required under applicable law) or book entry positions representing Registrable Securities to be sold, and
enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or Holders may request at least two Business Days prior to any sale of Registrable Securities in a firm commitment
public offering, but in any other such sale, within 10 Business Days prior to having to issue the securities; 

  
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 (j) use its reasonable best efforts to cause the Registrable Securities
covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary in light of the business or operations of the Issuer to enable the seller or
sellers thereof or the managing underwriter(s), if any, to consummate the disposition of such Registrable Securities, in accordance with the intended method or methods thereof, except as may be required solely as a consequence of the nature of such
selling Holder’s business, in which case the Issuer will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the
underwriters, if any, to consummate the disposition of such Registrable Securities in accordance with the intended method or methods thereof; 

(k) upon the occurrence of any event contemplated by Section 4(d)(vi) above, promptly prepare a supplement or
post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to
the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; 
 (l) prior to the effective date of the
Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities; 
 (m)
provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of such Registration Statement. In connection therewith, if required by the Issuer’s transfer agent, the
Issuer will promptly after the effective date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with such transfer agent, together with any other
authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder or the underwriter or managing underwriter
of an Underwritten Offering of Registrable Securities, if any, of such Registrable Securities under the Registration Statement; 

(n) use its reasonable best efforts to cause all shares of Registrable Securities covered by such Registration Statement to be
listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, prior to the effectiveness of such Registration Statement; 

(o) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in
Underwritten Offerings) and take all such other customary actions reasonably requested by a Holder submitting a Demand Notice or Take-Down Notice with respect to such offering or the Holders of a majority of the Registrable Securities being sold in
connection therewith (including those reasonably requested by the managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered
into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the Holders of such 

  
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Registrable Securities and the underwriters, if any, with respect to the business of the Issuer and its Subsidiaries, and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in Underwritten Offerings, and, if true, confirm the same if and when reasonably requested,
(ii) use its reasonable best efforts to furnish to the selling Holders of such Registrable Securities opinions of outside counsel (and/or internal counsel if acceptable to the managing underwriter(s)) to the Issuer and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s), if any, and counsels to the selling Holders of the Registrable Securities), addressed to each selling Holder of Registrable
Securities and each of the underwriters, if any, covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such counsel and underwriters, (iii) use
its reasonable best efforts to obtain “cold comfort” letters and updates thereof from an independent registered public accounting firm with respect to the Issuer (and, if necessary, any other independent certified public accountants of any
Subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such
Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if
any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with Underwritten Offerings, (iv) if an underwriting agreement is entered into, the same
shall contain indemnification provisions and procedures that are customary for underwriting agreements in connection with Underwritten Offerings except as otherwise agreed by the parties thereto and (v) deliver such documents and
certificates as may be reasonably requested by a Holder making a Demand Notice or Take-Down Notice with respect to such offering, the Holders of a majority of the Registrable Securities being sold pursuant to such Registration Statement, its or
their counsel, as the case may be, or the managing underwriter(s), if any, to evidence the continued validity of the representations and warranties made pursuant to Section 4(o)(i) above and to evidence compliance with any customary conditions
contained in the underwriting agreement or other agreement entered into by the Issuer. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder; 

(p) upon reasonable notice, make available for inspection by a representative of the selling Holders of Registrable Securities,
the underwriters participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling Holders or underwriter (collectively, the “Inspectors”) at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Issuer and its Subsidiaries (collectively, the “Records”), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Issuer and its Subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter,
attorney or accountant in connection with such Registration 

  
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Statement; provided, however, that any information and Records that are not generally publicly available at the time of delivery of such information shall be kept confidential by
the Inspectors unless (i) disclosure of such information or Records is required by court or administrative order, (ii) disclosure of such information or Records, in the opinion of counsel to such Inspector, is required by law
or applicable legal process, (iii) such information or Records become generally available to the public other than as a result of a disclosure or failure to safeguard by such Inspector, (iv) such information or Records
becomes available to such Inspector on a non-confidential basis from a source other than the Issuer or (v) such information or Records is independently developed by such Inspector. In the case of a
proposed disclosure pursuant to (i) or (ii) above, such Inspector shall be required to give the Issuer written notice of the proposed disclosure prior to such disclosure and, if requested by the Issuer, assist the Issuer in seeking to prevent
or limit the proposed disclosure; 
 (q) cause its officers to use their reasonable best efforts to support the marketing of
the Registrable Securities covered by the Registration Statement (including, without limitation, customary participation in “road shows” or virtual “road shows” as the underwriter(s) reasonably request); 

(r) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; 
 (s)
otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
months beginning with the first day of the Issuer’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule
158 thereunder; and 
 (t) take no direct or indirect action prohibited by Regulation M under the Exchange Act;
provided, that, to the extent that any prohibition is applicable to the Issuer, the Issuer will take all reasonable action to make such prohibition inapplicable. 

The Issuer may require each Holder of Registrable Securities as to which any registration is being effected to furnish to the Issuer in
writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Issuer may, from time to time, reasonably request and the Issuer may exclude from such
registration the Registrable Securities of any Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. 

The Issuer agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment
of or supplement to the Prospectus or any Free Writing Prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Issuer, without the consent
of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law, rule or regulation, in which case the Issuer shall provide prompt written notice to such Holders prior to the
filing of such amendment to any Registration Statement or amendment of or supplement to the Prospectus or any Free Writing Prospectus. 

  
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 If the Issuer files any Shelf Registration for the benefit of the holders of any of its
securities other than the Holders, the Issuer agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling
security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement
rather than a post-effective amendment. 
 Each Holder of Registrable Securities agrees if such Holder has Registrable Securities covered by
such Registration Statement that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 4(d)(ii), 4(d)(iii), 4(d)(iv), 4(d)(v) and 4(d)(vi) hereof, such Holder will promptly discontinue
disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(k) hereof, or until it is advised
in writing by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided,
however, that the time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the Holder is required to
discontinue disposition of such securities. 
 5. Hedging Transactions. The Parties agree that the provisions of this Agreement
relating to the registration, offer and sale of Registrable Securities apply also to (i) any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity
swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the counterparty
to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that the counterparty to such transaction shall be selected in the sole discretion
of the Holders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person may sell Registrable Securities covered by any Prospectus and the applicable prospectus supplement including
short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged or hypothecated to any such party. The Prospectus shall permit, in connection with derivative
transactions, a broker-dealer, other financial institution or third party to sell shares of the Registrable Securities covered by such Prospectus and the applicable prospectus supplement, including in short sale transactions. 

  
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 6. Indemnification. 

(a) Indemnification by the Issuer. The Issuer shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder of
Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, equityholders, agents and employees of each of them, each Person who controls (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) each such Holder and the officers, directors, partners, members, managers, agents and employees of each such controlling person, each underwriter, if any,
and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (each such person being referred to herein as a “Covered Person”), from and against
any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable and documented attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any
investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material
fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like or Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by
reference therein) incident to any such registration, qualification, or compliance, or based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Issuer of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Issuer and relating to any action or inaction in connection with the related
offering of Registrable Securities, and will reimburse each such Covered Person for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss, provided that the Issuer will
not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such Covered Person relating to such Covered Person or its Affiliates (other than the Issuer or any of its
Subsidiaries), but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Free Writing Prospectus or any amendment thereof
or supplement thereto, or any document incorporated by reference therein, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Covered Person with respect to such Covered Person for use
therein. It is agreed that the indemnity agreement contained in Section 6(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the consent of the Issuer (which consent shall not be
unreasonably delayed or withheld). 
 (b) Indemnification by Holder of Registrable Securities. As a condition to including any
Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Issuer shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to
indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities, the Issuer, its officers, directors, agents and employees and each Person who controls (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act) the Issuer and any of the other foregoing Persons, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact
contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Issuer, such officers, directors, agents, employees and controlling persons for any legal or any other expenses 

  
 22 













 
reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such
Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder with respect to such Holder for inclusion in such
Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof)
if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities shall be individual, not joint and
several, for each Holder of Registrable Securities and shall be limited to the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling Holder from the
sale of Registrable Securities covered by such Registration Statement. 
 (c) Conduct of Indemnification Proceedings. If any Person shall be
entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the
commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified
Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have
the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party
agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory
to such Indemnified Party; in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the
Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties (other than in the case that the Issuer is the Indemnifying Party, in which case, the Issuer
shall be liable for (x) the fees and expenses of one separate firm of attorneys (together with appropriate local counsel) for all Holders of Registrable Securities whose Registrable Securities are covered by a Registration Statement or
Prospectus, the officers, directors, partners, members, managers, equityholders, agents and employees of each of them, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) each
such Holder and the officers, directors, partners, members, managers, equityholders, agents and employees of each such controlling person, and (y) the fees and 

  
 23 













 
expenses of one separate firm of attorneys (together with appropriate local counsel) for all underwriters, if any, and each Person who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) each such underwriter), or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent (but such consent will not be unreasonably withheld or delayed). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or
litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such
Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder. 

(d) Contribution. If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party in respect of any
Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. 
 The
Parties agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6(d), an Indemnifying Party that is a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the amount that
such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 6(b) 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. 

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are more favorable to the Holders than the foregoing provisions, the provisions in the underwriting agreement shall control. 

  
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 (e) Deemed Underwriter. To the extent that any of the Holders is, or would be
expected to be, deemed to be an underwriter of Registrable Securities pursuant to any SEC comments or policies or any court of law or otherwise, the Issuer agrees that (i) the indemnification and contribution provisions contained in this
Section 6 shall be applicable to the benefit of such Holder in its role as deemed underwriter in addition to its capacity as a Holder (so long as the amount for which any other Holder is or becomes responsible does not exceed the amount for
which such Holder would be responsible if the Holder were not deemed to be an underwriter of Registrable Securities) and (ii) such Holder and its representatives shall be entitled to conduct the due diligence which would normally be
conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters. 

(f) Other Indemnification. Indemnification similar to that specified in the preceding provisions of this Section 6 (with
appropriate modifications) shall be given by the Issuer and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority
other than the Securities Act. 
 (g) Non-Exclusivity. The obligations of the Parties under
this Section 6 shall be in addition to any liability which any party may otherwise have to any other party. 
 (h) Primacy of
Indemnification. The Issuer hereby acknowledges that certain of the Investors have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of their affiliates (collectively, the
“Indemnitors”). The Issuer hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Investors are primary and any obligation of the Indemnitors to advance expenses or to provide
indemnification for the same Losses incurred by any of the Investors are secondary to any such obligation of the Issuer), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of
this Agreement and the articles and other organizational documents of the Issuer (or any other agreement between the Issuer and the relevant Investor), without regard to any rights any Investor may have against the Indemnitors, and (iii) it
irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and
(y) that any Investor must seek indemnification from any Indemnitor before the Issuer must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of any Investor with
respect to any claim for which such Investor has sought indemnification from the Issuer hereunder shall affect the foregoing. The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment
to all of the rights of recovery which any Investor would have had against the Issuer if the Indemnitors had not advanced or paid any amount to or on behalf of such Investor. The Issuer and the Investors agree that the Indemnitors are express
third party beneficiaries of this Section 6. 

  
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 7. Registration Expenses. All reasonable fees and expenses incurred in the
performance of or compliance with this Agreement by the Issuer including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses with respect to (A) filings required to be
made with the SEC, all applicable securities exchanges and/or FINRA and (B) compliance with securities or blue sky laws, including, without limitation, any reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities pursuant to Section 4(h)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with
The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by a Holder making a Demand Notice with respect to such offering or the Holders of a majority of the
Registrable Securities included in any Registration Statement), (iii) transfer agent expenses; (iv) messenger, telephone and delivery expenses of the Issuer, (v) fees and disbursements of counsel for the Issuer,
(vi) expenses of the Issuer incurred in connection with any road show and (vii) fees and disbursements of all independent registered public accounting firms referred to in Section 4(o) hereof (including, without
limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Issuer shall be borne by the Issuer whether or not any Registration Statement is filed or
becomes effective. In addition, the Issuer shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Issuer are then listed and rating agency fees and the fees and expenses of any Person, including
special experts, retained by the Issuer. 
 The Issuer shall not be required to pay (i) fees and disbursements of any counsel
retained by any Holder of Registrable Securities (which shall be borne by such Holder) or by any underwriter (except as set forth above in this Section 7), (ii) any underwriter’s fees (including discounts, commissions or fees of
underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Issuer), or (iii) any
other expenses of the Holders of Registrable Securities not specifically required to be paid by the Issuer pursuant to the first paragraph of this Section 7. 

8. Rule 144. The Issuer covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder (or, if the Issuer is not required to file such reports, it will, upon the request of any Holder, make publicly available such information so long as necessary to permit sales of
Registrable Securities pursuant to Rule 144), and it will take such further action as any Holder of Registrable Securities (or, if the Issuer is not required to file reports as provided above, any Holder) may reasonably request, all to the extent
required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Holder of Registrable
Securities, the Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. 

9. Certain Additional Agreements. (a) If any Registration Statement or comparable statement under state blue sky laws refers to any
Holder by name or otherwise as the Holder of any securities of the Issuer, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and the Issuer, to the
effect that the holding by such Holder of such securities is not to be construed as a 

  
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recommendation by such Holder of the investment quality of the Issuer’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Issuer required by the Securities Act or any similar federal statute or any state blue sky
or securities law then in force, the deletion of the reference to such Holder. 
 (b) The parties hereto agree that no provision of this
Agreement shall be deemed to modify or supersede the provisions of the Shareholders Agreement or the Purchase Agreement, as the case may be, and in the event of any conflict between the terms and conditions set forth in the Purchase Agreement or the
Shareholders Agreement and this Agreement, the applicable terms of the Purchase Agreement or Shareholders Agreement, as the case may be, shall prevail. 

10. Lockup. Each of the Founders, Blackstone and Patria Holdings hereby agrees that he or it shall not, from the date hereof until July
[•], 20222, Transfer the Covered Securities. The restrictions set forth in this Section 10 shall not apply to (x) Transfers to any of the Founders, Blackstone or Patria
Holdings or to their respective Affiliates, provided, however, that any such transferee shall agree in writing in the form attached as Exhibit A to be bound by and comply with the provision of this Section 10 if not already a party hereto,
(y) Transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of shares of the Issuer’s Common Shares involving a Change of Control or
(z) Transfers consented to by each of the Founders, Blackstone and Patria Holdings. From and after July [•], 2022, the provisions of this Section 10 shall cease to be of any force or effect. 

11. Miscellaneous. 
 (a)
Termination. The provisions of this Agreement shall terminate upon the earliest to occur of (i) its termination by the written agreement of all Parties or their respective successors in interest, (ii) with respect to a
Holder, the date on which all Common Shares held by such Holder have ceased to be Registrable Securities, (iii) with respect to the Issuer, the date on which all Common Shares have ceased to be Registrable Securities, and
(iv) the dissolution, liquidation or winding up of the Issuer. Nothing herein shall relieve any party from any liability for the breach of any of the agreements set forth in this Agreement. The provisions of Sections 6 and 7 shall
survive any termination of this Agreement. 
 (b) Holdback Agreement. In consideration for the Issuer agreeing to its obligations
under this Agreement, each Holder agrees in connection with any registration of the Issuer’s securities (whether or not such Holder is participating in such registration) upon the request of the underwriter(s) managing any Underwritten Offering
of the Issuer’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the
Issuer or any securities convertible into or exchangeable or exercisable for any equity securities of the Issuer without the prior written consent of such underwriters during the Holdback Period. 

 

	2 	 Note to Draft: To be the date that is 18 months from the listing date.




  
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 If any registration pursuant to Section 3 of this Agreement shall be in connection with
any underwritten public offering, the Issuer will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement
(i) on Form F-4, Form S-8 or any successor forms promulgated for similar purposes, (ii) filed in connection with an exchange offer or any
employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. 
 Notwithstanding anything to the contrary
set forth in this Section 11(b), in connection with an Underwritten Offering that is a block sale, (i) no Holder shall be subject to a lock-up agreement, other than, if requested by the
managing underwriter for such offering, a Holder that is (A) participating in such block sale or (B) a Holder of 5% or more of the equity securities of the Issuer then outstanding, and (ii) such Holdback Period
shall not exceed 90 days in connection with any block sale. Notwithstanding anything to the contrary set forth in this Section 11(b), no Holder shall be required to be subject to a lock-up agreement in
connection with an Underwritten Offering that is a block sale in which such Holder does not participate (a “Skipped Block Sale”), if during the preceding 12-month period, such Holder has twice
been subject to a lock-up agreement in connection with Skipped Block Sales. 
 (c) Amendments and
Waivers. This Agreement may be amended and the Issuer may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if any such amendment, action or omission to act, has received the written
consent of the Issuer, and each of the Investors and its Affiliates that is a Holder of Registrable Securities, or if no such Holders remain, the Holders of a majority of the Registrable Securities; provided that this Agreement may not be
amended in a manner that would, by its terms, adversely affect the rights or obligations of any of the Investors or its Affiliates that is a Holder of Registrable Securities without the consent of such Holders. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The
Issuer and any Holder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and
shall in no way impair the rights of the Issuer or the Holder granting such waiver in any other respect or at any other time. 
 (d)
Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. The rights of a Holder hereunder may be assigned
(but only with all related obligations) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. No assignment permitted under the terms of this Section 11(d) will be effective unless and until the
Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Issuer the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by, and be party to, this Agreement to the
same extent as its transferor. A Permitted Transferee to whom rights are transferred pursuant to this Section 11(d) may not again Transfer those rights to any other Permitted Transferee, other than as provided in this
Section

  
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11(d). Notwithstanding the foregoing, in each case, if such transfer is subject to covenants, agreements or other undertakings with the Issuer restricting transferability thereof, the rights to
Transfer Registrable Securities shall not be Transferred in connection with such Transfer unless such transferee complies with all such covenants, agreements and other undertakings. The Issuer shall assign this Agreement in connection with a sale or
acquisition of the Issuer, whether by merger, consolidation, sale of all or substantially all of the Issuer’s assets, or similar transaction, without the consent of the Holders, and the successor or acquiring person shall agree in writing to
assume all of the Issuer’s rights and obligations under this Agreement. 
 (e) Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile transmission) and e-mail transmission if confirmed by telephone or return e-mail
(including automated return receipt) and shall be given: 
 If to the Issuer or Patria Holdings, to: 

18 Forum Lane 
 Camana Bay, 3rd Floor PO Box 757 
 KY-9006 Grand Cayman, Cayman
Islands 
 Attention: Legal Department 

Email: [                    ] 

with a copy (which shall not constitute notice) to: 

Davis Polk & Wardwell LLP 

450 Lexington Avenue 
 New York,
NY 
 United States of America, 10017 

Attention: Manuel Garciadiaz (manuel.garciadiaz@davispolk.com) 

Fax: [                    ] 

If to Blackstone, to: 
 The
Blackstone Group Inc. 
 345 Park Avenue 

New York, NY 10154 
 Attn: John
G. Finley 
 Email:
[                    ] 

  
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 with a copy (which shall not constitute notice) to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 
 New York,
NY 10017 
 Attn: Brian M. Stadler 

          Edgar J. Lewandowski 

Email: [                    ] 

            [           
         ] 
 or such other address, facsimile number or e-mail address
as such party may hereafter specify for the purpose by notice to the other Parties. 
 If to any other Holder of Registrable Securities, to
the e-mail or physical address of such other Holder as shown in the stock record book of the Issuer. Each Holder shall provide the Issuer with an updated e-mail address
or physical address if such address changes by notice to the Issuer pursuant to this Section 11(e). The e-mail address or physical address shown on the stock record books of the Issuer shall be presumed
to be current for purposes of giving any notice under this Agreement. 
 All such notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to 5:30 p.m. New York City time on a Business Day. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business
Day. 
 (f) Further Assurances. At any time or from time to time after the date hereof, the Parties agree to cooperate with each
other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the
transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder. 
 (g) Preservation of Rights. The
Issuer will not enter into any agreement with any holder or prospective holder of any securities of the Issuer giving such holder or prospective holder any registration rights the terms of which are more favorable than or inconsistent with the
registration rights granted to the Investors under this Agreement, or which would reduce the amount of Registrable Securities any of the Investors or its Affiliates can include in any Registration Statement. 

(h) Entire Agreement; No Third Party Beneficiaries. This Agreement (i) constitutes the entire agreement among the Parties
with respect to the subject matter of this Agreement and supersede any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there are no agreements, understandings, representations or
warranties between the Parties other than those set forth or referred to in this Agreement and (ii) except as provided in Section 6 with respect to an Indemnified Party, is not intended to confer in or on behalf of any Person not a
party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof. 

  
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 (i) Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. 

(i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to
contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of
a different jurisdiction. 
 (ii) Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the
United States District Court for the Southern District of New York or any court of the State of New York located in such district in connection with any suit, action or other proceeding arising out of or relating to this Agreement, and hereby
irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of
an inconvenient forum to the maintenance of such suit, action or other proceeding. The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding
contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. 

(iii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 (j)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 
 (k) Enforcement. Each
party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and
without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent
jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. 

  
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 (l) Titles and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement. 
 (m) No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Issuer and each Holder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with
this Agreement shall be had against any current or future director, officer, employee, shareholder, general or limited partner or member of any of the Investors or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or
by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any
current or future director, officer, employee, shareholder, general or limited partner or member of any of the Investors or of any Affiliate or assignee thereof, as such for any obligation of any of the Investors under this Agreement or any
documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation. 

(n) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts (including via facsimile and
electronic transmission), each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signature(s). 

[Remainder of page left intentionally blank] 

  
 32 













 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be duly executed on its behalf as of the date first written above. 
  

			
	PATRIA INVESTMENTS LIMITED
		
	By:	 	  

		 	Name:
		 	Title:


  

  
 [Signature Page to
Registration Rights Agreement] 













 
			
	BLACKSTONE PAT HOLDINGS IV, L.L.C.
	
	By: Blackstone Holdings IV L.P., its sole member
	
	By: Blackstone Holdings IV GP L.P., its general partner
	
	By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
	
	By: Blackstone Holdings IV GP Management L.L.C., its general partner
		
	By:	 	  

		 	Name:
		 	Title:


  

  
 [Signature Page to
Registration Rights Agreement] 













 
	
	ALEXANDRE T. DE A. SAIGH
	
	  

	
	OLIMPIO MATARAZZO NETO
	
	  

	
	OTAVIO LOPES CASTELLO BRANCO NETO
	
	  




  
 [Signature Page to
Registration Rights Agreement] 













 Exhibit A 

JOINDER AGREEMENT 

Reference is made to the Registration Rights Agreement, dated as of [•], 2021 (as amended from time to time, the “Registration
Rights Agreement”), by and among Patria Investments Limited, (the “Issuer”), and the other parties thereto, if any. The undersigned agrees, by execution hereof, to become a party to, and to be subject to the rights and
obligations of a “Holder” under the Registration Rights Agreement. 
  

			
	[NAME]
		
	By:	 	  

		 	Name:
		 	Title:
	
	Date:
	
	Address:

  

			
	Acknowledged by:
	
	PATRIA INVESTMENTS LIMITED
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-1