Exhibit 10.3

  

  

  

  
    AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

     

    This Amendment No. 1 to the Registration Rights Agreement, dated as of November 17, 2020 (this “Amendment”) is among Gannett Co., Inc. (f/k/a New Media Investment Group Inc.), a Delaware corporation (the “Company”) and FIG LLC, a Delaware
      limited liability company (“FIG”).  Capitalized terms not otherwise defined herein have the definitions provided therefor in the Registration Rights Agreement referenced
      below.

     

    WHEREAS, the Company and FIG are parties to that certain Registration Rights Agreement, dated as of November 19, 2019 (as amended, restated,
      supplemented or otherwise modified from time to time, the “Registration Rights Agreement”);

     

    WHEREAS, Section 4.6 of the Registration Rights Agreement provides that the Company and FIG may amend the Registration Rights Agreement by an
      agreement in writing signed by the Company and FIG; and

     

    WHEREAS, the Company and FIG have so agreed on the terms and conditions set forth herein;

     

    NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

     

    1.          Amendment to the Registration Rights Agreement.  Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the
        parties hereto agree that the Registration Rights Agreement (including the exhibits thereto) are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text), as set forth in Annex A hereto.

     

    2.          Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that (a) the Company shall have received from FIG an executed counterpart of this Amendment; and (b) FIG shall have
        received from the Company an executed counterpart of this Amendment.

     

    3.          Representations and Warranties of the Company.  The Company hereby represents and warrants as follows that this Amendment and the Registration Rights Agreement as amended hereby constitute legal, valid and binding
        obligations of the Company, enforceable in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless
        of whether considered in a proceeding in equity or at law and (iii) requirements of reasonableness, good faith and fair dealing.

     

    4.          Representations and Warranties of FIG.  FIG hereby represents and warrants as follows that this Amendment and the Registration Rights Agreement as amended hereby constitute legal, valid and binding obligations of FIG,
        enforceable in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless of whether considered in a
        proceeding in equity or at law and (iii) requirements of reasonableness, good faith and fair dealing.

     

    5.          Governing Law.  This Amendment and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the
        State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

     

    
      
        


    

    
    6.          Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

     

    7.          Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
        single contract.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a
        manually executed counterpart of this Amendment.

     

    [Signature Pages Follow]

    
      2

      
        


    

    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

     

    	 	
            GANNETT CO., INC.

          
	 	 	 
	 	
            By:

          	/s/ Michael E. Reed
	 	
            Name: Michael E. Reed

            

          
	 	
            Title: President and Chief Executive Officer

            

          


    

      Signature Page to Amendment No. 1 to Registration Rights Agreement

    

    
      
        


    

    	 	
            FIG LLC

          
	 	 
	 	
            By:

          	
            /s/ David N. Brooks

          
	 	
            Name: David N. Brooks

          
	 	
            Title: Secretary

          


    

    

    
      Signature Page to Amendment No. 1 to Registration Rights Agreement

    

    
      
        


    

    ANNEX A

    

    

  

  
    REGISTRATION RIGHTS AGREEMENT

      

      BY AND AMONG

      

      NEW MEDIA INVESTMENT GROUP INC.

     

    (to be renamed GANNETT CO., INC.)

      

      AND

      

      CERTAIN STOCKHOLDERS

      

      Dated as of November 19, 2019

     

    
      
        


    

    TABLE OF CONTENTS

     

    	 	
            Page

          
	 	 
	
            ARTICLE I EFFECTIVENESS

          	
            1

          
	 	 
	
            Section 1.1

          	
            Effectiveness

          	
            1

          
	 	 	 
	
            ARTICLE II DEFINITIONS

          	
            1

          
	 	 
	
            Section 2.1

          	
            Definitions

          	
            1

          
	
            Section 2.2

          	
            Other Interpretive Provisions

          	
            56

          
	 	 	 
	
            ARTICLE III REGISTRATION RIGHTS

          	
            6

          
	 	 
	
            Section 3.1

          	
            Demand Registration

          	
            6

          
	
            Section 3.2

          	
            Shelf Registration

          	
            8

          
	
            Section 3.3

          	
            Piggyback Registration

          	
            1112

          
	
            Section 3.4

          	
            Lock-Up Agreements

          	
            1315

          
	
            Section 3.5

          	
            Registration Procedures

          	
            1415

          
	
            Section 3.6

          	
            Underwritten Offerings

          	
            2021

          
	
            Section 3.7

          	
            No Inconsistent Agreements; Additional Rights

          	
            2123

          
	
            Section 3.8

          	
            Registration Expenses

          	
            2223

          
	
            Section 3.9

          	
            Indemnification

          	
            2224

          
	
            Section 3.10

          	
            Rules 144 and 144A and Regulation S

          	
            2527

          
	
            Section 3.11

          	
            Existing Registration Statements

          	
            2627

          
	 	 	 
	
            ARTICLE IV MISCELLANEOUS

          	
            2627

          
	 	 
	
            Section 4.1

          	
            Authority; Effect

          	
            2627

          
	
            Section 4.2

          	
            Notices

          	
            2628

          
	
            Section 4.3

          	
            Termination and Effect of Termination

          	
            2729

          
	
            Section 4.4

          	
            Permitted Transferees

          	
            2829

          
	
            Section 4.5

          	
            Remedies

          	
            2829

          
	
            Section 4.6

          	
            Amendments

          	
            2830

          
	
            Section 4.7

          	
            Governing Law

          	
            2830

          
	
            Section 4.8

          	
            Consent to Jurisdiction

          	
            2830

          
	
            Section 4.9

          	
            WAIVER OF JURY TRIAL

          	
            2930

          
	
            Section 4.10

          	
            Merger; Binding Effect, Etc.

          	
            2931

          
	
            Section 4.11

          	
            Counterparts

          	
            3031

          
	
            Section 4.12

          	
            Severability

          	
            3031

          
	
            Section 4.13

          	
            No Recourse

          	
            3031

          


     

    

    
      i

      
        


    

    This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of November 19, 2019, is made by and among:

     

    i.          New Media Investment Group Inc., a Delaware
        corporation (the “Company”);

     

    ii.          FIG LLC, a Delaware limited liability company (“FIG”); and

     

    iii.          such other Persons, if any, that from time to
        time become party hereto as holders of Registrable Securities pursuant to Section 4.4 in their capacity as Permitted Transferees (together with FIG, the “Holders”).

     

    RECITALS

     

    WHEREAS, as of the date hereof, the Holders own shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”); and

     

    WHEREAS, the parties believe that it is in the best interests of the Company and the other parties hereto to set forth their
      agreements regarding registration rights with respect to the Common Stock and certain other matters.

     

    NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for
      other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     

    ARTICLE I

      

      EFFECTIVENESS

     

    Section 1.1          Effectiveness.  This Agreement shall become effective from and after the Effective Time (as such term is
      defined in the Amended and Restated Management and Advisory Agreement entered into on August 5, 2019 between the Company and FIG (as amended from time to time, the “Management
          Agreement”)).

     

    ARTICLE II

      

      DEFINITIONS

     

    Section 2.1          Definitions.  As used in this Agreement, the following terms shall have the following meanings:

     

    “Adverse Disclosure” means public disclosure of material non-public
      information that, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel to the Company: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that
      such Registration Statement, from and after its effective date, does 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 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) the Company has a bona fide business purpose for not disclosing publicly.

     

    
      
        


    

    “Affiliate” means, with respect to any specified Person, (a) any
      Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) in the event that the specified Person is a natural Person, a Member of the Immediate
      Family of such Person; provided, that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Holder.  As used in this definition, the term “control” means the
      possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     

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

     

    “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 the City of New York, and on which the SEC is open for business.

     

    “Common Stock” shall have the meaning set forth in the recitals to
      this Agreement.

     

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

     

    “Demand Notice” shall have the meaning set forth in Section 3.1.3.

     

    “Demand Registration” shall have the meaning set forth in Section
      3.1.1(a).

     

    “Demand Registration Request” shall have the meaning set forth in
      Section 3.1.1(a).

     

    “Demand Registration Statement” shall have the meaning set forth in
      Section 3.1.1(c).

     

    “Demand Suspension” shall have the meaning set forth in Section 3.1.6.

     

    “Demanding Holder” means a Holder that exercises its right to include
      its Registrable Securities in a Demand Registration pursuant to Section 3.1.1 or Section 3.1.3.

     

    “Exchange Act” means the Securities Exchange Act of 1934, as amended,
      and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

     

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

     

    “FINRA” means the Financial Industry Regulatory Authority.

     

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

     

    “Issuer Free Writing Prospectus” means an issuer free writing
      prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

     

    
      2

      
        


    

    “Issuer Shares” means the shares of Common Stock or other equity
      securities of the Company, and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other
      equity securities.

     

    “Loss” shall have the meaning set forth in Section 3.9.1.

     

    “Management Agreement” shall have the meaning set forth in Section
      1.1.

     

    “Member of the Immediate Family” means, with respect to any Person who
      is a natural person, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as
      trustee, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

     

    “Noteholder”






          means a holder of registration rights pursuant to the Investor Agreement by and among the Company and the investors set forth on Schedule A thereto, dated as of November 17, 2020 and attached as Exhibit A hereto.

     

    “Other





          Demanding Holder” shall have the meaning set forth in Section 3.2.3(c).

     

    “Participation Conditions” shall have the meaning set forth in Section
      3.2.5(b).

     

    “Permitted Transferee” shall have the meaning set forth in Section
      4.4.

     

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

     

    “Piggyback Notice” shall have the meaning set forth in Section 3.3.1.

     

    “Piggyback Pro Rata Portion” means, with respect to each Holder and Noteholder requesting that its shares be registered pursuant to a Demand Registration or sold in a
          Public Offering, a number of such shares equal to the aggregate number of Registrable Securities and other securities of the same class of the Company to be registered in such Demand Registration or sold in such Public Offering (excluding any
          shares to be registered or sold for the account of the Company, a Demanding Holder or an Other Demanding Holder, to the extent they have priority over other Holders and Existing Holders in a Piggyback Registration) multiplied by a fraction, the
          numerator of which is the aggregate number of Registrable Securities held by such Holder or other securities of the same class of the Company held by such Noteholder, as applicable, and the denominator of which is the aggregate number of
          Registrable Securities held by all Holders and other securities of the same class of the Company held by all Noteholders requesting that their Registrable Securities and other securities of the same class of the Company, as applicable, be
          registered in such Demand Registration or sold in such Public Offering.

     

    “Piggyback





        Registration” shall have the meaning set forth in Section 3.3.1.

     

    
      3

      
        


    

    “Potential Takedown Participant” shall have the meaning set forth in
      Section 3.2.5(b).

     

    “Pro Rata Portion” means, with respect to each Holder requesting that
      its shares be registered pursuant to a Demand Registration or sold in a Public Offering, a number of such shares equal to the aggregate number of Registrable Securities to be registered in such Demand Registration or sold in such Public Offering
      (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which is the aggregate
      number of Registrable Securities held by all Holders requesting that their Registrable Securities be registered in such Demand Registration or sold in such Public Offering.

     

    “Prospectus” means (i) the prospectus included in any Registration
      Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

     

    “Public Offering” means the offer and sale of Registrable Securities
      for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

     

    “Registrable Securities” means (i) all shares of Common Stock owned by
      the Holders, whether now held or hereinafter acquired, including any shares of Common Stock issuable or issued upon exercise, conversion or exchange of any option, warrant or convertible security and (ii) all shares of Common Stock directly or
      indirectly issued or issuable with respect to the securities referred to in clause (i) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or
      other reorganization.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the
      Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been Transferred to the public pursuant to Rule 144, (y) the aggregate number of such securities held by the
      applicable Holder and its Affiliates is less than the number that would subject the distribution of such securities to any volume limitation or other restrictions on transfer under Rule 144 and such Holder is able to immediately distribute such
      securities publicly without any restrictions on transfer, or (z) such securities shall have ceased to be outstanding.

     

    “Registration” means registration under the Securities Act of the
      offer and sale to the public of any Issuer Shares under a Registration Statement.  The terms “register”, “registered” and “registering” shall have correlative meanings.

     

    “Registration Expenses” shall have the meaning set forth in Section
      3.8.

     

    “Registration Statement” means any registration statement of the
      Company filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material
      incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor form thereto.

     

    
      4

      
        


    

    “Representatives” means, with respect to any Person, any of such
      Person’s Affiliates and such Person’s and its Affiliates’ respective officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on
      behalf of, such Person.

     

    “Requisite Investor Approval” means the approval of the Holders owning
      a majority of the Registrable Securities at any time; provided, that, for purposes of this definition, any Holder shall be deemed to have approved an action to the extent that such Holder
      votes in favor of, or provides its written consent to, such action.

     

    “Rule 144” means Rule 144 under the Securities Act (or any successor
      Rule).

     

    “SEC” means the Securities and Exchange Commission or any successor
      agency having jurisdiction under the Securities Act.

     

    “Securities Act” means the Securities Act of 1933, as amended, and any
      successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

     

    “Shelf Period” shall have the meaning set forth in Section 3.2.3.

     

    “Shelf Registration” shall have the meaning set forth in Section
      3.2.1(a).

     

    “Shelf Registration Notice” shall have the meaning set forth in
      Section 3.2.2.

     

    “Shelf Registration Request” shall have the meaning set forth in
      Section 3.2.1(a).

     

    “Shelf Registration Statement” shall have the meaning set forth in
      Section 3.2.1(a).

     

    “Shelf Suspension” shall have the meaning set forth in Section 3.2.4.

     

    “Shelf Takedown Notice” shall have the meaning set forth in Section
      3.2.5(b).

     

    “Shelf Takedown Request” shall have the meaning set forth in Section
      3.2.5(a).

     

    “Transfer” means, with respect to any Registrable Security, any
      interest therein, or any other securities or equity interests, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right,
      whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.  “Transferred” shall have a correlative meaning.

     

    “Underwritten Shelf Takedown” means an underwritten Public Offering
      pursuant to an effective Shelf Registration Statement.

     

    
      5

      
        


    

    “WKSI” means any Securities Act registrant that is a well-known
      seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

     

    Section 2.2          Other Interpretive Provisions.  (a)  The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

     

    (b)          The words “hereof”, “herein”,
        “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified.

     

    (c)          The term “including” is not
        limiting and means “including without limitation.”

     

    (d)          The captions and headings of
        this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

     

    (e)          Whenever the context requires,
        any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

     

    ARTICLE III

      

      REGISTRATION RIGHTS

     

    The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following
      provisions as are applicable to it.  Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

     

    Section 3.1          Demand Registration.

     

    Section 3.1.1.          Request for Demand Registration.

     

    	

          	(a)	
            Subject to the terms of the Management Agreement, following the effective date of this Agreement, any one or more Holders shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Holders.  Any such Registration pursuant to a Demand Registration
              Request shall hereinafter be referred to as a “Demand Registration.”

          


     

    	

          	(b)	
            Each Demand Registration Request shall specify (x) the kind and aggregate amount (or maximum amount or desired range) of Registrable Securities to be registered, and (y) the intended method or
              methods of disposition thereof.

          


     

    	

          	(c)	
            Upon receipt of the Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration
                  Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act.

          


     

    
      6

      
        


    

    Section 3.1.2.          Limitation on Demand Registrations.  The Company shall not be obligated to take any action to effect any Demand Registration (i) less than one hundred and eighty (180) days following the date of this Agreement (unless
      otherwise consented to by the Company’s Board of Directors) or (ii) if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the
      Company’s Board of Directors).

     

    Section 3.1.3.          Demand Notice.  Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event more than two (2) Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Demand Registration Request to all other Holders, if any, and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration
      that number of Registrable Securities as each such Holder may request in writing.  Subject to the terms of the Management Agreement, the Company shall include in the Demand Registration all such Registrable Securities with respect to which the
      Company has received written requests for inclusion therein within two (2) Business Days after the date that the Demand Notice was delivered.

     

    Section 3.1.4.          Demand Withdrawal.  A Demanding Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in
      a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement.  Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding
      Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand
      Registration Statement.

     

    Section 3.1.5.          Effective Registration.  The Company shall use reasonable best efforts to cause the Demand Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days (or such shorter
      period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an underwritten Public Offering, such longer period as in the
      opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.

     

    Section 3.1.6.          Delay in Filing; Suspension of Registration.  If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may,
      upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension for a period exceeding thirty (30) days on
      any one occasion or for more than ninety (90) days in the aggregate during any twelve (12)-month period.  In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or
      offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above.  The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if
      necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.  The Company shall, if necessary, supplement
      or make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or
      regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

     

    
      7

      
        


    

    Section 3.1.7.          Priority of Securities Registered Pursuant to Demand Registrations.  If the managing underwriter or underwriters of a proposed underwritten Public Offering of the Registrable Securities included in a Demand Registration,
      advise the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect
      on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be in the case of any Demand Registration (x) first, allocated to each Demanding
      Holder that has requested to participate in such Demand Registration an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Demanding Holder, and (ii) a number of such shares equal to
      such Demanding Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold
      without having such adverse effect other than securities to be sold by the Company and (z) third, the
          securities to be sold by the Company (not to exceed the number of other securities that, in the opinion of such managing underwriter  or underwriters can be sold without having such adverse effect).  In the
      event that any Holders have requested pursuant to Section 3.3.1 to have Registrable Securities included in such Public Offering, the priority with respect to such Holders shall be determined in accordance with Section 3.3.2.

     

    Section 3.1.8.          Resale Rights.  In the event that a Holder requests to participate in a Registration pursuant to this Section 3.1 in connection with a distribution of Registrable Securities to its partners or members, the Registration
      shall provide for resale by such partners or members, if requested by such Holder.

     

    
      8

      
        


    

    Section 3.2          Shelf
          Registration.

     

    

    Section 3.2.1.          Request for Shelf Registration.

     

    	

          	(a)	
            Subject to the terms of the Management Agreement, upon the written request of one or more Holders from time to time following the Effective Time (a “Shelf





                  Registration Request”), the Company shall promptly file with the SEC a shelf Registration Statement pursuant to Rule 415(a)(1)(x) under the Securities Act (“Shelf Registration
                  Statement”) relating to the offer and sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration
              Statement and the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act.  Any such Registration pursuant to a Shelf Registration Request shall
              hereinafter be referred to as a “Shelf Registration.”

          


     

    	

          	(b)	
            If on the date of the Shelf Registration Request: (i) the Company is a WKSI, then the Shelf Registration Request may request Registration of an unspecified amount of Registrable Securities; and (ii)
              the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.  Subject to the terms of the Management Agreement, the Company shall provide to any Holder, at such
              Holder’s request, the information necessary to determine the Company’s status as a WKSI upon request.

          


     

    Section 3.2.2.          Shelf Registration Notice.  Promptly upon receipt of a Shelf Registration Request (but in no event more than two (2) Business Days thereafter), the Company shall deliver a written notice (a “Shelf Registration Notice”) of any such request to all other Holders, if any, which notice shall specify, if applicable, the amount of Registrable Securities to be registered, and the Shelf Registration Notice
      shall offer each such Holder the opportunity to include in the Shelf Registration that number of Registrable Securities as each such Holder may request in writing.  The Company shall include in such Shelf Registration all such Registrable Securities
      with respect to which the Company has received written requests for inclusion therein within two (2) Business Days after the date that the Shelf Registration Notice has been delivered.

     

    Section 3.2.3.          Continued Effectiveness.  The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the
      Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities
      Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which all included securities have otherwise ceased to be Registrable Securities (such period
      of effectiveness, the “Shelf Period”).  Subject to Section 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective
      during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such
      Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

     

    
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    Section 3.2.4.          Suspension of Registration.  If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action
      to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension for a period exceeding thirty (30) days on any one occasion or for more than ninety (90) days in the aggregate during any twelve
      (12)-month period.  In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice
      referred to above.  The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the
      Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.  The Company shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration
      form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders.

     

    Section 3.2.5.          Shelf Takedown.

     

    	

          	(a)	
            At any time during which the Company has an effective Shelf Registration Statement, but subject to Section 3.2.4, by notice to the Company specifying the intended method or methods of disposition
              thereof, a Holder may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of
              the Holder’s Registrable Securities that are covered by such Shelf Registration Statement (stating the approximate number or range of the Registrable Securities to be included in the Public Offering), and as soon as practicable the Company
              shall amend or supplement the Shelf Registration Statement for such purpose.

          


     

    
      10

      
        


    

    	

          	(b)	
            Promptly upon receipt of a Shelf Takedown Request (but in no event more than two (2) Business Days thereafter) for any Underwritten Shelf Takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Shelf Registration Statement, or to all other Holders if such Registration Statement is
              undesignated (each a “Potential Takedown Participant”).  The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten
              Shelf Takedown that number of Registrable Securities as each such Potential Takedown Participant may request in writing.  Subject to the terms of the Management Agreement, the Company shall include in the Underwritten Shelf Takedown all such
              Registrable Securities with respect to which the Company has received written requests for inclusion therein no later than 9:00 a.m., New York City time, on the second business day immediately following the Shelf Takedown Notice Delivery
              Time; it being understood that for the purposes of this Section 3.2.5, the “Shelf Takedown Notice Delivery Time” shall be deemed to be the date of delivery of such notice if it is
              delivered to Holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to Holders after 12:00 p.m. New York City time.  Subject to Section
              3.2.6, any Potential Takedown Participant’s participation in an Underwritten Shelf Takedown shall be on the same terms as the Holders who made the Shelf Takedown Request.  Any Potential Takedown Participant’s request to participate in an
              Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant, except that such participation may be conditioned on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a
              price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) of the closing price for the shares on their principal trading market on the
              Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”).  Notwithstanding the delivery of any Shelf Takedown
              Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf
              Takedown contemplated by this Section 3.2.5 shall be determined by the Holders of a majority of the Registrable Securities offered by the Holders who made the applicable Shelf Takedown Request.

          


     

    	

          	(c)	
            The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an Underwritten Shelf Takedown was consummated within the preceding ninety
              (90) days (unless otherwise consented to by the Company’s Board of Directors).

          


     

    Section 3.2.6.          Priority of Securities Sold Pursuant to Shelf Takedowns.  If the managing underwriter or underwriters of a proposed Underwritten Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their
      opinion, the number of securities requested to be included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown without being likely to have a significant adverse effect on the price,
      timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering shall be (x) first, allocated to each Holder that has requested to participate in such
      Underwritten Shelf Takedown an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second,
      and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect, other than securities to be sold by the Company and (z) third, the securities to be sold by the Company (not to exceed the
          number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect).

     

    
      11

      
        


    

    Section 3.2.7.          Resale Rights.  In the event that a Holder elects to request a Registration pursuant to this Section 3.2 in connection with a distribution of Registrable Securities to its partners or members, the Registration shall
      provide for resale by such partners or members, if requested by the Holder.

     

    Section 3.3          Piggyback Registration.

     

    Section 3.3.1.          Participation.  If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct aan underwritten Public Offering with respect to any offering of its
      equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.2 of which the Holder has received a Shelf Registration Notice pursuant to Section 3.2.2, (ii) a Registration on Form S-4 or
      Form S-8 or any successor form to such Forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan
      arrangement or (iv) pursuant to a rights offering), then, as soon as practicable (but in no event less than two (2) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the
      anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall
      offer the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback




          Registration”).  Subject to Section 3.3.2 and the terms of the Management Agreement, the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested
      to be included therein within three (3) Business Days after the receipt by such Holder of any such notice; provided, however,
      that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public
      Offering, the Company shall determine for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a
      determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in
      connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case
      may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any
      Registrable Securities, for the same period as the delay in registering or selling such other securities.  If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a
      Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering.  If the offering pursuant
      to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder
      may, participate in such offering on such basis.  Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to
      withdraw; provided, that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days
      prior to the earlier of the anticipated filing of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date.

     

    
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    Section 3.3.2.          Priority of Piggyback Registration.

     

    	

          	(a)	
            (A) If the
                registration or Public Offering referred to in the first sentence of Section 3.3.1. is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed offering of Registrable
                Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering
                exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to
                be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of
                Registrable Securities requested to be included by the other Holders and securities of the
                    same class of the Company requested to be included by Noteholders that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to
                be allocated among the Holders and Noteholders that
                have requested to participate in such Registration based on an amount equal to the lesser of (ix) the number of such Registrable Securities requested to be sold by such Holder or securities requested to be sold by such Noteholder, as applicable, and (iiy) a number of such shares equal to such Holder’s or Noteholder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in
                clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

          


     

    
      13

      
        


    

    	

          	(b)	
            (B) If the
                registration or Public Offering referred to in the first sentence of Section 3.3.1. is to be a registration or Public Offering on behalf of a Demanding Holder, and the managing underwriter or underwriters of any proposed offering of
                Registrable Securities included in a Piggyback Registration informs the Demanding Holder and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to
                include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered,
                then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the Registrable Securities that the Demanding Holders propose to sell, (ii) second, and only if all the securities referred to in
                clause (i) have been included, the number of Registrable Securities requested to be
                    included by the other Holders and securities of the same class of the Company requested to be included by Noteholders that, in the opinion of such managing underwriter or underwriters, can be sold
                without having such adverse effect, with such number to be allocated among the other Holders
                    and Noteholders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder or securities requested to be sold by such Noteholder, as applicable, and (ii) a number of such shares equal to such Holder’s or
                    Noteholder’s, as applicable, Piggyback Pro Rata Portion, (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, the number of
                securities that the Company proposes to sell that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clauses (ii)
                and (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

          


     

    	

          	(c)	
            If the registration or Public Offering referred to in the first sentence of Section 3.3.1 is to be a registration or
                Public Offering on behalf of a holder of Common Stock other than a Holder party to this Agreement (an “Other Demanding Holder”), and the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a
                Piggyback Registration informs the Other Demanding Holder and the participating holders of Common Stock in writing that, in its or their opinion, the number of securities that such holders and any other Persons intend to include in such
                offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the
                securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the Registrable Securities that the Other Demanding Holder proposes to sell, (ii) second, and only if all the securities referred to in clause
                (i) have been included, the number of Registrable Securities requested to be included by Holders and securities of the same class of the Company requested to be included by Noteholders (if the Noteholder is not the Other Demanding Holder)
                that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders and the Noteholders that have requested to participate in such
                Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold by such Holder or securities requested to be sold by such Noteholder, as applicable, and (y) a number of such shares
                equal to such Holder’s or Noteholder’s, as applicable, Piggyback Pro Rata Portion, (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible
                for inclusion in such Registration that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clauses (ii) and (iii)
                have been included in such Registration, the number of securities that the Company proposes to sell.

          


     

    
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    Section 3.3.3.          No Effect on Other Registrations.  No Registration of Registrable Securities effected pursuant to a request under this Section 3.3 shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve
      the Company of its obligations under Sections 3.1 and 3.2.

     

    Section 3.4          Lock-Up Agreements.  In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted as an underwritten Public Offering, each Holder agrees, if requested and
      without regard to whether or not such Holder has elected to participate in such Public Offering, to become bound by and to execute and deliver a “lock‐up” agreement with the underwriter(s) of such Public Offering in the same form as is entered into
      by the Holders participating in such Public Offering.

     

    Section 3.5          Registration Procedures.

     

    Section 3.5.1.          Requirements.  In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the Company shall use its reasonable best efforts to effect such Registration and to permit the sale of such Registrable
      Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:

     

    	

          	(a)	
            prepare the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and, before filing a Registration Statement or
              Prospectus or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which
              documents shall be subject to the review of such underwriters and such Holders and their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders, or their counsel, may
              reasonably request and (z) except in the case of a Registration under Section 3.3, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the participating Holders, or the underwriters, if any, shall
              reasonably object;

          


     

    
      15

      
        


    

    	

          	(b)	
            prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as may be (x) reasonably requested by any participating
              Holder (to the extent such request relates to information relating to such Holder), or (y) necessary to keep such Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the applicable
              securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in
              such Registration Statement;

          


     

    	

          	(c)	
            notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon as
              reasonably practicable after notice thereof is received by the Company (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or
              supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for
              additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration, (c) of the issuance by the SEC of any stop order
              suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings
              for such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (e) of the receipt by the Company of any notification
              with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

          


     

    
      16

      
        


    

    	

          	(d)	
            promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration
              Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such
              Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the
              Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably
              practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which
              shall correct such misstatement or omission or effect such compliance;

          


     

    	

          	(e)	
            to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, and to the extent requested by the
              Holders whose Registrable Securities are included in such Shelf Registration Statement, the Company shall include in such Shelf 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 by the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the
              filing of a Prospectus supplement rather than a post-effective amendment;

          


     

    	

          	(f)	
            use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;

          


     

    	

          	(g)	
            promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the Holders of a majority
              of Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing
              Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

          


     

    
      17

      
        


    

    	

          	(h)	
            furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and
              any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

          


     

    	

          	(i)	
            deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary prospectus) and any amendment or supplement
              thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company shall consent to
              the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment
              or supplement thereto);

          


     

    	

          	(j)	
            on or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the selling Holders, the managing
              underwriter or underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other
              jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such
              Registration or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided, that the Company shall not be required to qualify
              generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

          


     

    	

          	(k)	
            cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (or dematerialized evidence of ownership)
              representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the applicable Holder or managing underwriters may
              request at least two (2) Business Days prior to any delivery of such Registrable Securities;

          


     

    	

          	(l)	
            use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or
              authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

          


     

    
      18

      
        


    

    	

          	(m)	
            not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and make all arrangements necessary for the Registrable Securities to
              be eligible for deposit with The Depository Trust Company;

          


     

    	

          	(n)	
            make such representations and warranties to the Holders whose Registrable Securities are being registered, and their underwriters or agents, if any, in form, substance and scope as are customarily
              made by issuers in public offerings similar to the offering then being undertaken;

          


     

    	

          	(o)	
            enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the participating Holders or the managing underwriter or underwriters,
              if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

          


     

    	

          	(p)	
            in the case of an underwritten Public Offering, obtain for delivery to the Holders participating in such Public Offering and to the underwriter or underwriters, if any, an opinion or opinions
              (including a “negative assurance” or “disclosure letter”) from counsel for the Company dated the date of each closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to
              such Holders or underwriters, as the case may be, and their respective counsel;

          


     

    	

          	(q)	
            in the case of an underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Holders participating in the Public Offering or
              sale, a comfort letter from the Company’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Company or any
              business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) and a letter from any other expert named in the Registration Statement in customary form
              and covering such matters of the type customarily covered by such letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the date of each closing
              under the underwriting agreement;

          


     

    	

          	(r)	
            cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any
              filings required to be made with FINRA;

          


     

    
      19

      
        


    

    	

          	(s)	
            use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available to its security holders, as soon as reasonably practicable, an
              earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

          


     

    	

          	(t)	
            provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective
              date of such Registration Statement;

          


     

    	

          	(u)	
            use its best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s equity securities are
              then listed or quoted and on each inter-dealer quotation system on which any of the Company’s equity securities are then quoted;

          


     

    	

          	(v)	
            make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of the Holders covered by the applicable Registration
              Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent financial and
              other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make
              themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement; provided,
              however, that any such Person gaining access to information regarding the Company pursuant to this Section 3.5.1 (v) shall agree to hold in strict confidence and shall not make any
              disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (a) the release of such information is requested or required (by
              deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (b) disclosure of such information, in the opinion of counsel to such Person, is otherwise required by law, (c) such
              information is or becomes publicly known other than through a breach of this Agreement or any other agreement of which such Person has knowledge, (d) such information is or becomes available to such Person on a non-confidential basis from a
              source other than the Company or (e) such information is independently developed by such Person;

          


     

    	

          	(w)	
            in the case of a marketed Public Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the
              managing underwriter or underwriters in any such offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

          


     

    
      20

      
        


    

    	

          	(x)	
            take no direct or indirect action prohibited by Regulation M under the Exchange Act;

          


     

    	

          	(y)	
            take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies in all material respects with the Securities Act, is filed in
              accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of
              a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

          


     

    	

          	(z)	
            take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of
              this Agreement.

          


     

    Section 3.5.2.          Company Information Requests.  The Company may require each seller of Registrable Securities as to which any Registration or sale is being effected to furnish to the Company such information regarding the distribution of
      such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from such Registration or sale the
      Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.  Each Holder agrees to furnish such information to the Company and to cooperate with the Company as
      reasonably necessary to enable the Company to comply with the provisions of this Agreement.

     

    Section 3.5.3.          Discontinuing Registration.  Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.5.1(d), such Holder will forthwith discontinue disposition
      of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d) or until such Holder is advised in writing by the Company that the
      use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed by the Company, such Holder
      shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event
      the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such
      notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the
      Company that the use of the Prospectus may be resumed.

     

    
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    Section 3.6          Underwritten Offerings.

     

    Section 3.6.1.          Shelf and Demand Registration.  If requested by the underwriters for any underwritten Public Offering, pursuant to a Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement
      with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the participating Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms
      as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9.  The Holders of the Registrable Securities proposed to be distributed by such underwriters
      shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof.  Such Holders shall be parties to such underwriting agreement,
      which underwriting agreement shall: (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in public
      offerings similar to the applicable offering; and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such
      Holders.  Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the
      Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net
      proceeds from such offering.

     

    Section 3.6.2.          Piggyback Registrations.  If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 3.3 and such securities are to be distributed through one or more
      underwriters, the Company shall, if requested by any Holder pursuant to Section 3.3 and, subject to the provisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that
      apply to the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration or sale.  The Holders of
      Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the
      other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in public offerings similar to the applicable offering and (ii) provide that any or all of the conditions
      precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders.  Any such Holder shall not be required to make any representations or warranties to or
      agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities and such Holder’s intended method of distribution or any other
      representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such offering.

     

    
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    Section 3.6.3.          Participation in Underwritten Registrations.  Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may participate in any underwritten Public Offering hereunder unless such Person (i) agrees to
      sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
      agreements and other documents required under the terms of such underwriting arrangements.

     

    Section 3.6.4.          Selection of Underwriters.  In the case of an underwritten Public Offering, under Sections 3.1 or 3.2, the managing underwriter or underwriters to administer the offering shall be determined by the Holders of a majority
      of the Registrable Securities included in such Public Offering; provided, that such underwriter or underwriters shall be reasonably acceptable to the Company.

     

    Section 3.7          No Inconsistent Agreements; Additional Rights.  Neither the Company nor any of its subsidiaries shall hereafter enter into, and neither the Company nor any of its subsidiaries is currently a party to, any agreement
      with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement.  Without Requisite Investor Approval, neither the Company nor any of its subsidiaries shall enter into or amend any agreement granting registration or similar rights to any Person, and the Company
      hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than to the Noteholders and other than pursuant to this Agreement.

     

    Section 3.8          Registration Expenses.  All reasonable expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration and filing fees, and any other
      fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the
      underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the
      Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent
      auditors of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so
      desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the
      Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for the Holders (who shall be selected by
      the Holders of a majority of the Registrable Securities included in the relevant Registration), (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in
      connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or
      sale, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to the “roadshow” for any underwritten Public Offering
      (including the reasonable out-of-pocket expenses of the Holders), including all travel, meals and lodging.  All such expenses are referred to herein as “Registration Expenses.”  The Company
      shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any,
      attributable to the sale of Registrable Securities.

     

    
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    Section 3.9          Indemnification.

     

    Section 3.9.1.          Indemnification by the Company.  The Company shall indemnify and hold harmless, to the full extent permitted by law, each Holder, each shareholder, member, limited or general partner thereof, each shareholder, member,
      limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within the meaning of the
      Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable
      costs of investigation and legal expenses) (each, a “Loss” and collectively, “Losses”) arising out of or based upon (i) any untrue
      or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein
      or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under
      the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances
      under which they were made) not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and
      relating to action or inaction in connection with any such registration, disclosure document or other document or report; provided, that no selling Holder shall be entitled to
      indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained in or omitted from any information furnished in writing by such selling Holder to the Company specifically for inclusion in a Registration
      Statement that has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim.  This indemnity shall be in addition to any liability the Company may otherwise
      have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder.  The Company shall also
      indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act
      and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

     

    
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    Section 3.9.2.          Indemnification by the Selling Holders.  Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each
      Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable
      Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any
      omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in
      each case to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information furnished in writing by such selling Holder to the Company specifically for inclusion in such Registration
      Statement that has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim.  In no event shall the liability of any selling Holder hereunder be greater in
      amount than the dollar amount of the net proceeds received by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.9.4 and any amounts paid by
      such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.  The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry
      professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration
      Statement.

     

    Section 3.9.3.          Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification
      (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure)
      and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at
      the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of
      such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses
      available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may
      exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the
      indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).  If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of
      the indemnified party.  No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an
      unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party.  If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any
      liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld.  It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.9.3, in
      connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the
      employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are
      different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other
      indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

     

    
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    Section 3.9.4.          Contribution.  If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable to an indemnified party (other than as a result of exceptions contained in Section 3.9.1 and Section
      3.9.2) or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the
      relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable
      considerations.  In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among
      other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’
      relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.9.4 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
      this Section 3.9.4.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The amount
      paid or payable by an indemnified party as a result of the Losses referred to in Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 3.9.4, in connection with any Registration Statement filed by the Company, a selling Holder shall not be required to
      contribute any amount in excess of the dollar amount of the net proceeds received by such holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such Holder pursuant to Section 3.9.2 and
      any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.  If indemnification is available under this Section 3.9, the indemnifying parties shall indemnify each indemnified
      party to the full extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions of this Section 3.9.4.  The remedies provided for in this Section 3.9 are not exclusive and shall not limit any rights or remedies which may
      otherwise be available to any indemnified party at law or in equity.

     

    
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    Section 3.10         Rules 144 and 144A and Regulation S.  The Company shall 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 Company is not required to file such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to
      Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and the Company will take such further action as any Holder may reasonably
      request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of
      the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder, the Company
      will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

     

    Section 3.11         Existing Registration Statements.  Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file a Registration Statement or
      to have a Registration Statement become effective by a specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration
      Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided, that such previously filed Registration Statement
      may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to identify as selling stockholders those Holders requesting the filing of a Registration Statement
      pursuant to the terms of this Agreement.  To the extent this Agreement refers to the filing or effectiveness of other Registration Statements by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having
      such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed
      to refer to such designated Registration Statement, as amended.

     

    
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    ARTICLE IV

      

      MISCELLANEOUS

     

    Section 4.1          Authority; Effect.  Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have
      been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound.  This Agreement does not, and shall not be construed to, give rise to the creation of a
      partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.  The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant
      to this Agreement.

     

    Section 4.2          Notices.  Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by e-mail (provided that the
      transmission of the e-mail is promptly confirmed by non-automated reply), or (iii) sent by overnight courier, in each case, addressed as follows:

     

    If to the Company to:

      

      New Media Investment Group Inc.

      1345 Avenue of the Americas, 45th Floor

      New York, NY 10105

      Attention: Michael E. Reed, Chief Executive Officer

     

    with copies (which shall not constitute notice) to:

      
      

      

      Cravath, Swaine & Moore LLP

      Worldwide Plaza

      825 Eighth Avenue

      New York, NY 10019

      Attention: Damien Zoubek

      

      

      Wilson Sonsini Goodrich & Rosati

      Professional Corporation

      222 Delaware Avenue, Suite 800

      Wilmington, DE 19801

      	

            	Attention:	
              William B. Chandler III

            


      Ryan Greecher, Esq.

      

      

      
        28

        
          


      

      Wilson Sonsini Goodrich & Rosati

      Professional Corporation

      650 Page Mill Road

      Palo Alto, CA 94304

      

      

      

      	

            	Attention:	
              Martin W. Korman

            


      Douglas K. Schnell

      

    

     
    
       

    

     
    
       

    

     
    
       

    

    If to FIG to:

      

      FIG LLC

      1345 Avenue of the Americas, 45th Floor

      New York, NY 10105

      Attention: David Brooks, Secretary

     

    Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if
      personally delivered, (ii) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. 
      Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

     

    Section 4.3          Termination and Effect of Termination.  This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any
      such termination.  No termination under this Agreement shall relieve any Person of liability for breach prior to termination.  In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof
      shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

     

    Section 4.4          Permitted Transferees.  The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities effected in accordance
      with the terms of this Agreement to a Person who, if not already a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Person will be bound by, and will be
      a party to, this Agreement (such Person, a “Permitted Transferee”).  A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to
      any other Permitted Transferee, other than as provided in this Section 4.4.  For the avoidance of doubt, this Section 4.4 shall not permit the Transfer of any Registrable Securities that is otherwise prohibited under the Management Agreement or any
      other agreement, plan or award document relating to such Registrable Securities.

     

    
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    Section 4.5          Remedies.  The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder.  The parties acknowledge
      and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in
      addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.  No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach
      or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall
      any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

     

    Section 4.6          Amendments.  This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.  This Agreement may be amended, modified, extended or terminated,
      and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Holder(s) constituting Requisite Investor Approval.  Each such amendment, modification, extension or termination shall be binding upon each party
      hereto and each other Holder.  In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party.

     

    Section 4.7          Governing Law.  This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws
      of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

     

    Section 4.8          Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York in the
      State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby
      waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally
      to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or
      thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this
      Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of
      action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, to the extent that
      any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. 
      Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction.  Each party hereto hereby consents to service of process in
      any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.2 hereof is reasonably calculated to give actual
      notice.

     

    
      30

      
        


    

    Section 4.9          WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY
      RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR
      IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.  EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS
      SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT.  ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
      CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     

    Section 4.10         Merger; Binding Effect, Etc.  This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions
      with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns.  Except as otherwise expressly provided herein, no Holder or
      other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of
      the foregoing shall be null and void.

     

    Section 4.11         Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

     

    Section 4.12         Severability.  In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and
      enforceable to the maximum extent compatible with, and possible under, applicable law.  The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render
      unenforceable or otherwise affect any other provision hereof.

     

    
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    Section 4.13         No Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, the Company 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, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, as such, 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 officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or
      assignee thereof, as such, for any obligation of any Holder 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.

     

    [Signature pages follow]

    
      32

      
        


    

    IN WITNESS WHEREOF, each of the undersigned has duly
      executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

     

    
      	 	
              New Media Investment Group Inc.

            
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


       

        

      [Signature Page to Registration Rights Agreement]

    

     

    
      
        


    

    

    
      	 	
              FIG LLC

            
	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    

    

    
      [Signature Page to Registration Rights Agreement]

    

    
      
        


    

    

    

    Exhibit A

    

    

    Investor Agreement

    

    

    (See attached.)