Registration Rights Agreement



 Exhibit 4(d) 
  
  
 REGISTRATION RIGHTS AGREEMENT 
 OF 
 ONCOR ELECTRIC DELIVERY COMPANY
LLC 
 Dated as of November 5, 2008 
  
  







 Table of Contents 
  


					
	 	  	Page
	 Section 1.
	 	Definitions	  	1
			
	 Section 2.
	 	Holders of Registrable Securities	  	4
			
	 Section 3.
	 	Demand Registrations	  	4
			
	 Section 4.
	 	Piggyback Registration	  	7
			
	 Section 5.
	 	Restrictions on Public Sale by Holders of Registrable Securities	  	8
			
	 Section 6.
	 	Registration Procedures	  	9
			
	 Section 7.
	 	Registration Expenses	  	14
			
	 Section 8.
	 	Indemnification	  	15
			
	 Section 9.
	 	Rule 144	  	18
			
	 Section 10.
	 	Underwritten Registrations	  	18
			
	 Section 11.
	 	Alternative IPO Entities	  	18
			
	 Section 12.
	 	Miscellaneous	  	19

  

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 REGISTRATION RIGHTS AGREEMENT 
 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2008, is by and among Oncor Electric Delivery
Company LLC, a Delaware limited liability company (the “Company”), Oncor Electric Delivery Holdings Company LLC, a Delaware limited liability company (together with any permitted successor or assign, the “Initial
Member”), Energy Future Holdings Corp., a Texas corporation (solely for purposes of Section 11) (“EFH”) and Texas Transmission Investment LLC, a Delaware limited liability company (together with any Permitted
Transferees, the “Minority Member”), and each of the parties listed on the signature pages hereto. Each of the Persons listed on the signature pages hereto (other than the Company) and any other Person who may become a party hereto
pursuant to Section 12(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders”. 
 WHEREAS, in connection with admitting the Minority Member as a member of the Company, the Company, the Initial Member and the Minority Member desire to set forth agreements among them regarding certain registration
and other rights with respect to the LLC Units. 
 NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not
otherwise defined herein shall have the meanings assigned to them in the Investor Rights Agreement: 
 “Agreement” shall have
the meaning set forth in the Preamble. 
 “Alternative IPO Entity” shall have the meaning set forth in Section 11
hereof. 
 “Company” shall have the meaning set forth in the Preamble. 
 “Demand Notice” shall have the meaning set forth in Section 3(a) hereof. 
 “Demand Registration” shall have the meaning set forth in Section 3(a) hereof. 
 “EFH” shall mean Energy Future Holdings Corp., a Texas corporation. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and
regulations of the SEC promulgated thereunder. 
 “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

 “Indemnified Party” shall have the meaning set forth in Section 8(c) hereof. 
 “Indemnifying Party” shall have the meaning set forth in Section 8(c) hereof. 
  

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 “Initial Member” shall have the meaning set forth in the Preamble. 
 “Investor Rights Agreement” shall mean the Investor Rights Agreement, by and among the Company, the Initial Member and the Minority
Member, dated as of the date hereof, as it may be amended, restated, modified or superseded from time to time. 
 “IPO
Demand” shall have the meaning set forth in Section 3(a). 
 “IPO Units” shall have the meaning set forth in
the Investor Rights Agreement. 
 “LLC Agreement” shall mean the Second Amended and Restated Limited Liability Company
Agreement of the Company, dated as of the date hereof, as it may be amended, restated, modified or superseded from time to time. 
 “LLC Units” shall, subject to Section 11, mean all limited liability company interests or other common equity interests of the Company existing or hereafter authorized, which have the right (subject always to the
rights of any class or series of preferred interests of the Company) to participate in the distribution of the assets and earnings of the Company without limit as to per share amount, including any shares of capital stock into which LLC Units may be
converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to LLC Units, including, without limitation, with respect to any unit split or unit distribution, or a successor security. 
 “Losses” shall have the meaning set forth in Section 8(a) hereof. 
 “Minority Member” shall have the meaning set forth in the Preamble. 
 “Participation Notice” shall have the meaning set forth in Section 3(a) hereof. 
 “Permitted Transferee” shall have the meaning given to such term in the Investor Rights Agreement. 
 “Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership,
association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority. 
 “Piggyback Notice” shall have the meaning set forth in Section 4(a) hereof. 
 “Piggyback Registration” shall have the meaning set forth in Section 4(a) hereof. 
 “Proceeding” shall mean an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. 
 “Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A 

  

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promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of
the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such prospectus. 
 “Public Offering” shall mean the sale of LLC Units or common equity of the Alternative IPO Entity to
the public pursuant to an effective Registration Statement (other than Form S-4 or Form S-8 or any similar or successor form) filed under the Securities Act. 
 “Registrable Securities” shall mean any LLC Units currently directly or indirectly held or hereafter acquired by the Shareholders, and any other securities issued or issuable with respect to any such
LLC Units by way of share split, share dividend, recapitalization, exchange or similar event or otherwise. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are sold
pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they are eligible to be sold pursuant to Rule 144(b)(1)(i) under the Securities Act as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC, (iv) they shall have ceased to be outstanding, or (v) they have been sold in a private transaction in which the transferor’s rights under this Agreement are
not assigned to the transferee of the securities. No Registrable Securities may be registered under more than one Registration Statement at any one time. 
 “Registration Statement” shall mean any registration statement of the Company or the Alternative IPO Entity (as the case may be) under the Securities Act which covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement. 
 “Rule 144” shall mean Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
 “SEC” shall
mean the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act. 
 “Securities
Act” shall mean the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder. 
 “Shareholders” shall have the meaning set forth in the Preamble. 
 “Subscription
Agreement” shall mean the Contribution and Subscription Agreement by and between the Company and the Minority Member, dated as of August 12, 2008, as it may be amended, restated, modified or superseded from time to time. 
 “underwritten registration” or “underwritten offering” shall mean a registration in which securities of the Company are
sold to or by an underwriter for reoffering to the public and, for greater certainty, unless otherwise specified herein, shall include both a “best efforts” underwritten offering and a “firm commitment” underwritten offering, as
the case may be. 
  

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 Section 2. Holders of Registrable Securities. A Person is deemed, and shall only be deemed,
to be a holder of Registrable Securities if such Person directly or indirectly owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder. 
 Section 3. Demand Registrations. 
 (a) Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) prior to the date that is ten years after the date hereof the Initial Member, and on or after the date that is ten years after the
date hereof the Initial Member and the Minority Member, shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in
accordance with the provisions of the Securities Act, the sale of a number of LLC Units (which may or may not be Registrable Securities) specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an
“IPO Demand”); (ii) following the initial Public Offering, each of the Initial Member and the Minority Member shall have the right, by delivering, directly or indirectly, a written notice to the Company, to require the Company
to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered by the Initial Member or the Minority Member pursuant to the
terms of this Agreement, (any such written notice pursuant to clause (i) or (ii), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that, in each case, a
Demand Notice may only be made if the Registrable Securities requested to be registered in such Demand Notice is reasonably expected by such demanding Shareholder to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard
to any underwriting discount or commission); provided, further that, unless the Initial Member shall otherwise consent, the Company shall not be obligated to file a Registration Statement relating to any registration request under this
Section 3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event
no more than 270 days). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall
use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, however, that notwithstanding the foregoing, if a
Demand Notice is delivered or caused to be delivered by the Minority Member pursuant to its right to make an IPO Demand under Section 3(a)(i), such notice shall be deemed to have been delivered on the date that is 120 days after the date that
such notice is delivered by the Minority Member. During the 120 day period set forth in the immediately preceding sentence of this Section 3(a), the Company shall consult with the Initial Member and, if directed by the Initial Member, the
Company shall prepare an Alternative IPO Entity for the initial Public Offering in accordance with Section 11 hereof and any demand made by the Minority Member shall thereafter be deemed to be a Demand Notice in respect of the IPO Units;
provided that, prior to the date that is ten years after the date hereof, no Member (other than the Initial Member) shall be entitled to serve a Demand 

  

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Notice in respect of the LLC Units or the IPO Units until the date that is 30 days after the final day of any lock-up period relating to the IPO agreed
between the Alternative IPO Entity and the underwriters managing the IPO of the Alternative IPO Entity. 
 No Demand Registration or related
Demand Notice shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this
Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting
holder of Registrable Securities shall be entitled to an additional Demand Notice and Demand Registration in lieu thereof. 
 Within 10 days
after receipt by the Company of an IPO Demand in accordance with clause (i) of the first paragraph of this Section 3(a), provided that the Member serving the IPO Demand proposes to include Registrable Securities held by such Member in the
offering that is the subject of such IPO Demand, or a Demand Notice in accordance with clause (ii) of the first paragraph of this Section 3(a), the Company shall give written notice (the “Participation Notice”) of such IPO
Demand or Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to such Shareholders the opportunity to include in such registration all
Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Participation Notice is given by the Company to such holders. 
 All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an initial
Public Offering, the number of LLC Units to be issued or sold, and the intended methods of disposition thereof. 
 The Company shall be
required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period
during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable
Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement. 
 (b) Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm
commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such
as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback
registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such
offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation as between the Company and the selling holders: 
 (i) first, among the holders of Registrable Securities included in such Registration Statement who had delivered the applicable
Demand Notice, pro rata among them on the basis of the relative number of shares of Registrable Securities requested to be included in such Registration Statement by each such demanding holder; and 
  

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 (ii) second, among the Company for LLC Units it has requested to include in such
Demand Registration for its own account and any other Shareholders duly requesting inclusion of Registrable Securities in accordance with a Participation Notice, pro rata among them on the basis of the relative number of LLC Units requested to be
included in such Registration Statement by each. 
 For purposes of any underwriter cutback, all Registrable Securities held by any
Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for
the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trust or affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred
or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided, that such distribution, transfer or contribution occurred not more than 90 days prior to such
execution, and such holder and other persons shall be deemed to be a single selling Shareholder, and any pro rata reduction (unless the managing underwriter requires a different allocation as between the Company and the selling holders) with respect
to all entities and individuals comprising such single selling Shareholder as amongst themselves shall be based upon the proportionate ownership of Registrable Securities of each entity and individual included in such single selling Shareholder
relative to the aggregate amount of Registrable Securities owned by all entities and individuals included in such single selling Shareholder. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall
be included in such registration. 
 (c) Postponement of Demand Registration. The Company shall be entitled to postpone (but not more
than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by the chief executive officer or
chief financial officer of the Company certifying that, in the good faith judgment of the board of directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any
bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would
materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in
such certificate confidential subject to the same terms set forth in Section 6(p). If the Company shall so postpone the filing of 

  

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a Registration Statement, the Shareholder requesting such registration shall have the right to withdraw the request for registration by giving written notice
to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders, and, for greater certainty, if the Shareholder that so withdraws such request is the Minority
Member, such request shall not be considered one of the Minority Member’s two permitted Demand Notices pursuant to Section 3(e). 
 (d) Cancellation of a Demand Registration. Holders of a majority of the Registrable Securities which are to be registered in a particular offering pursuant to this Section 3 shall have the right to notify the Company that they
have determined that the Registration Statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement, and, for greater certainty, in such circumstances if the Shareholder that requested such
registration is the Minority Member, such request shall not be considered one of the Minority Member’s two permitted Demand Notices pursuant to Section 3(e). 
 (e) Number of Demand Notices. In connection with the provisions of this Section 3, (i) the Initial Member shall have an unlimited number of Demand Notices which it is permitted to deliver (or cause to
be delivered) to the Company hereunder and (ii) the Minority Member shall have two Demand Notices which it is permitted to deliver (or cause to be delivered) to the Company hereunder. 
 (f) Registration Statement Form. If any registration requested pursuant to this Section 3 which is proposed by the Company to be effected by
the filing of a Registration Statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten Public Offering, and if the managing underwriter shall advise the Company in writing that,
in its opinion, the use of another form of Registration Statement is of material importance to the success of such proposed offering or is otherwise required by applicable law, then such registration shall be effected on such other form. 

Section 4. Piggyback Registration. 
 (a) Right to Piggyback. Except with respect to a Demand Registration or an initial Public Offering, the procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the
Securities Act with respect to an offering of LLC Units whether or not for sale of its own account (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an
exchange offer or any employee benefit or dividend reinvestment plan), the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”)
to all Shareholders holding Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may
request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for
inclusion therein within fifteen (15) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback
Registration at any time at 

  

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least three business days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the
Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days (two years for a shelf registration statement) after the effective date thereof and (ii) all Registrable Securities included in such
Registration Statement have actually been sold. 
 (b) Priority on Piggyback Registrations. The Company shall use reasonable best
efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit direct or indirect holders of Registrable Securities who have submitted a Piggyback Notice in connection with such offering to include in such
offering all Registrable Securities included in each holder’s Piggyback Notice on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the
managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to
participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered for the account of holders of Registrable Securities (other than the
Company) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by reducing the securities requested to be included by
the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the relative number of shares of Registrable Securities requested to be included in such Registration Statement by each such holder.

 Section 5. Restrictions on Public Sale by Holders of Registrable Securities. Each Shareholder agrees, in connection with the
initial Public Offering, and each holder of Registrable Securities agrees, in connection with any other underwritten Public Offering pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such
holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of
any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Registrable
Securities, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with
respect to the initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration statement), pursuant to which such Public Offering shall be made, plus an
extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. 

If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten Public Offering, the Company will not
effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or
(ii) filed solely in connection with an exchange offer or any employee 

  

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benefit or dividend reinvestment plan) for its own account, within 90 days (or such shorter periods as the managing underwriters may agree to with the
Company) after the effective date of such registration, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser
period as is required by the managing underwriter. 
 Section 6. Registration Procedures. If and whenever the Company is required
to effect the registration of any Registrable Securities under the Securities Act as provided in Section 3 and Section 4 hereof, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible: 
 (a) prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable
Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as
provided herein (including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act providing for an offering to be made on a continuous basis if so requested and if the Company is then eligible to use Form S-3 or
other applicable Form); provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by
reference), the Company shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be
filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such
counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act,
including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such
documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement,
their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with applicable law; 
 (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement;
and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as
so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; 
  

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 (c) notify each selling holder of Registrable Securities, its counsel and the managing underwriters, if
any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment thereto has been filed, and, with respect to a Registration Statement or any
post-effective amendment thereto, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for
additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if at any time the Company has reason to
believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 6(o) below cease to be true and correct, (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if
the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling holders only of the occurrence of such an event and shall provide no additional information regarding such
event to the extent such information would constitute material non-public information); 
 (d) use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the
earliest date reasonably practicable; 
 (e) if requested by the managing underwriters, if any, or the holders of a majority of the then
outstanding Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such holders may reasonably
request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request;
provided, however, that the Company shall not be required to take any actions under this Section 6(e) that are not, in the opinion of counsel for the Company, in compliance with applicable law; 
 (f) furnish or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge, at
least one 

  

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conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including
financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter); 
 (g) deliver to each selling holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of the
Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; and the Company,
subject to the last paragraph of this Section 6, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with
the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto; 
 (h) prior to
any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United States as any seller or
underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and to take any other action that may be
necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject; 
 (i) cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates
so delivered by such holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or holders may
request at least two (2) business days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within ten (10) business days prior to having to issue the securities; 
 (j) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of such selling holder’s business, in which case the Company will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities; 
  

 11 








 (k) upon the occurrence of, and its knowledge of, any event contemplated by Section 6(c)(vi) above,
prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading; 
 (l) prior to the effective date of the
Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities; 
 (m) provide and
cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement; 
 (n) use its reasonable best efforts to cause all shares (i) to be offered by the Company in connection with the initial Public Offering to be
authorized to be listed on a national securities exchange and (ii) of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are
at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement (or, if such registration is the initial Public Offering, use its reasonable best efforts to cause such Registrable Securities to be
so listed within ten (10) business days following the effectiveness of such Registration Statement); 
 (o) enter into such agreements
(including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection
therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its
subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings, and, if true, confirm the same if and when requested, (ii) use its reasonable best efforts to furnish to the selling holders of such Registrable Securities opinions of counsel to the Company and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and counsels to the selling holders of the Registrable Securities), addressed to each selling holder of Registrable Securities
and each of the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters, (iii) use its reasonable best
efforts to obtain “cold comfort” letters and updates thereof from the independent registered public accountants of the Company (and, if necessary, any other independent registered public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and 

  

 12 








 
financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration
Statement, addressed to each selling holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such
letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures substantially to the effect set forth in Section 8 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the holders of a majority of the
Registrable Securities being sold thereunder and (v) deliver such documents and certificates as may be reasonably requested by the holders of a majority of the Registrable Securities being sold pursuant to such Registration Statement, their
counsel and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 6(o)(i) above and to evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder; 
 (p) make available for inspection by a representative of the selling holders of Registrable Securities, any underwriter participating in any such
disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling holders or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such representative,
underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential
by such Persons unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the opinion of counsel to such Person, is required by law or applicable legal process, or
(iii) such information becomes generally available to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Person. In the case of a proposed disclosure pursuant to (i) or (ii) above, such
Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure (to the extent permitted by law) and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed
disclosure. Without limiting the foregoing, no such information shall be used by such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of law; 
 (q) cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement
(including, without limitation, participation in “road shows”) taking into account the Company’s business needs; and 
 (r)
cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

  

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 The Company may require each holder of Registrable Securities as to which any registration is being
effected to furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in
writing and the Company may exclude from such registration the Registrable Securities of any holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. 
 Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 6(c)(ii), 6(c)(iii), 6(c)(iv) or 6(c)(v) hereof, such holder will forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that the time periods under
Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

 Section 7. Registration Expenses. All reasonable fees and expenses incident to the performance of or compliance with this
Agreement by the Company (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with FINRA and (B) of compliance with
securities or Blue Sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities pursuant to Section 6(h)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the
managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel
for the Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accountants referred to in Section 6(o)(iii) hereof (including, without
limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other Persons, including special experts retained by the Company, and (vii) fees and disbursements of one counsel for the holders of
Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the Initial Member (provided the Initial Member is a selling holder, and otherwise, by the holders of a majority of the Registrable
Securities being sold in connection therewith), shall be borne by the Company whether or not any Registration Statement is filed or becomes effective. In addition, the Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange
on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. 
  

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 The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any
holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar
securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the holders of Registrable Securities not
specifically required to be paid by the Company pursuant to the first paragraph of this Section 7. 
 Section 8.
Indemnification. 
 (a) Indemnification by the Company. The Company shall, without limitation as to time, indemnify and hold
harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders,
accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners,
members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by
such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement
(or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or
compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange
Act, any state securities law, or any rule or regulation thereunder applicable to the Company and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners,
members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each
such controlling Person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage,
liability, or action, provided that the Company will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter,
but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with
written information furnished to the Company by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed). 
  

 15 








 (b) Indemnification by Holder of Registrable Securities. The Company may require, as a condition
to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable
Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its directors and officers and each Person who controls the Company (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration
Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding
portions of this Section 8(b)) reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other
prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue
statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such holder for inclusion in such Registration
Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities
(or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the liability of such holder of Registrable
Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. 
 (c) Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder or under the undertaking contemplated by Section 8(b) (an “Indemnified Party”), such
Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any Proceeding with respect to which such Indemnified Party seeks
indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the
Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified
Party of such claim or Proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s
expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or
Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay 

  

 16 








 
such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of
such claim or Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the
Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in
the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or
for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be
unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. 
 (d) Contribution. If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party in respect of any Losses
(other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. 
 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), an Indemnifying Party that is a selling holder of Registrable Securities (other than the Company) shall not be required to contribute any
amount in excess of the amount that such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 8(b) by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
 (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 
  

 17 








 Section 9. Rule 144. 
 (a) After an initial Public Offering, the Company shall (i) use reasonable best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner, (ii) take such further action as any holder of Registrable Securities may reasonably request, and (iii) furnish to each holder of Registrable Securities forthwith upon written
request, (x) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Company, and
(z) such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of Rule 144, all to the extent required from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities, the Company shall deliver to such holder a written statement as to whether it has complied
with such requirements. 
 (b) The foregoing provisions of this Section 9 are not intended to modify or otherwise affect any
restrictions on transfers of securities contained in the LLC Agreement or any stockholders or investors rights agreement to which a Shareholder may be subject relating to Registrable Securities. 
 Section 10. Underwritten Registrations. If any Demand Registration is an underwritten offering, the holders of a majority of the Registrable
Securities to be included in such Demand Registration shall have the right to select the investment banker or investment bankers and managers to administer the offering. The Company shall have the right to select the investment banker or investment
bankers and managers to administer any Piggyback Registration. 
 No Person may participate in any underwritten registration hereunder unless
such Person (i) agrees to sell the Registrable Securities it desires to have covered by a Registration Statement on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided that such Person shall not be required to make any representations or warranties other than
those related to title and ownership of such Person’s shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with
written information furnished to the Company or the managing underwriter by such Person for use therein. 
 Section 11. Alternative
IPO Entities. In the event that the Company, EFH or any of its subsidiaries elects, subject to the terms and conditions of the Investor Rights Agreement, to effect an underwritten public offering of equity securities for an entity, the only
material asset of which is its direct or indirect interest in the Company or all or substantially all of the assets of the Company (such entity, the “Alternative IPO Entity”), rather than the LLC Units, whether as a 

  

 18 








 
result of a reorganization of the Company or otherwise, and subject in each case to the provisions of the Investor Rights Agreement, EFH and the Company
shall cause the Alternative IPO Entity to enter into an agreement with the Shareholders (or (i) if the Alternative IPO Entity is a Shareholder, then with respect to that Shareholder, that Shareholder’s parent entity, and (ii) upon the
consummation of an Equity and Debt Transfer (as defined in the Investor Rights Agreement), then, with respect to the Minority Member, the Indirect Shareholders (as defined in the Investor Rights Agreement)) that provides the Shareholders (or such
parent entity or group of Indirect Shareholders, as applicable) with registration rights with respect to the equity securities of the Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to,
the registration rights provided to the Shareholders in this Agreement; provided that, for purposes of providing registration rights to the Indirect Shareholders, the Indirect Shareholders shall be treated as a single entity and the sufficiency of
such registration rights shall be considered on the basis of the aggregate registration rights granted to the Indirect Shareholders collectively. Subject to the provisions of the Investor Rights Agreement, the Shareholders agree to cooperate and
take all necessary or desirable actions to effect any such reorganization, recapitalization, restructuring or similar transaction, including the conversion of the LLC Units into a substantially equivalent common equity security in the Alternative
IPO Entity (acknowledging that the Alternative IPO Entity may be an entity treated as a corporation for federal income tax purposes). 
 Section 12. Miscellaneous. 
 (a) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this section, may not be amended, restated, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Initial Member; provided, however,
that any modification, alteration, supplement or amendment of this Agreement that has a disproportionate material adverse effect on the rights, obligations, powers or interests of any Shareholder in its capacity as a Shareholder relative to all
Shareholders in their capacities as Shareholders, shall require the agreement of such Shareholder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by those holders of
the Registrable Securities being sold by such holders pursuant to such Registration Statement that would be required to approve such matter under this Section 12(a) as if such holders were the only Shareholders remaining. 
 (b) Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be
given hereunder shall be in writing and shall be deemed to be duly given if personally delivered; telecopied and confirmed; mailed by certified mail, return receipt requested; or sent via nationally recognized overnight delivery service with proof
of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties): 
  

	 	(i)	if to the Company or the Initial Member to: 

 Oncor Electric Delivery Company LLC 
 Energy Plaza 
 1601 Bryan Street 
 Dallas, Texas 75201-3411 

			
	Facsimile:	 	(214) 486-2067
	Attention:	 	Legal Department, 22nd Floor

  

 19 








 With a copy to: 
 Baker & McKenzie LLP 
 One Prudential Plaza 
 130 East Randolph Drive 
 Chicago, Illinois 60601, US 

			
	Facsimile:	 	(312) 861-7588
	Attention:	 	James P. O’Brien

 and 
 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, New York 10017 

			
	Facsimile:	 	(212) 455-2502
	Attention:	 	Andrew W. Smith

  

	 	(ii)	if to the Minority Member, to: 

 c/o
Borealis Infrastructure Corporation 
 c/o Borealis Infrastructure Management Inc. 
 Royal Bank Plaza, South Tower 
 200 Bay Street 
 Suite 2100, PO Box 56 
 Toronto, Ontario M5J 2J2, Canada 

			
	Facsimile:	 	(416) 361-6075
	Attention:	 	Steven Zucchet

 and 
 Cheyne Walk Investment Pte Ltd. 
 GIC Special Investments Pte Ltd 
 1st Floor, York House 
 45 Seymour Street 
 London W1H 7LX, United Kingdom 

			
	Facsimile:	 	+44 20 7725 3511
	Attention:	 	Head, Global Infrastructure Group, with a copy to Stuart Baldwin

  

 20 








 With a copy to: 
 Torys LLP 
 79 Wellington Street West, Suite 3000 
 Box 270, TD Centre 
 Toronto, Ontario M5K 1N2, Canada 

			
	Facsimile:	 	(416) 865-7380
	Attention:	 	Krista F. Hill

 Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if
delivered by telecopy, be deemed received on the first business day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered
by mail, be deemed received upon the earlier of actual receipt thereof or five business days after the date of deposit in the United States mail. 
 Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice. 
 (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties, including the Company and subsequent holders of Registrable Securities acquired, directly or indirectly, from the Shareholders in transfers otherwise permitted pursuant to the LLC Agreement and Investor Rights
Agreement; provided, however, that such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit
A hereto (which shall also be executed by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Shareholder for purposes of this Agreement. Except as provided in
Section 8 with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal
or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. 
 (d) Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 (e) Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. 
 (f) Governing Law; Judicial Proceedings. This Agreement shall be governed by and
construed in accordance with the Laws of the State of New York without giving effect to any otherwise governing principles of conflicts of law. 
  

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 (g) Severability. If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable. 
 (h) Entire Agreement. This Agreement, the LLC Agreement, the Subscription Agreement and the Investor Rights
Agreement are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and
therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This
Agreement, together with the LLC Agreement, the Subscription Agreement and the Investor Rights Agreement, supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
 (i) Securities Held by the Company or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage. 
 (j) Specific Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any
Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. 
 (k) Term. This Agreement shall terminate with respect to a Shareholder on the date on which such Shareholder ceases to hold Registrable
Securities; provided, that such Shareholder’s rights and obligations pursuant to Section 8, as well as the Company’s obligations to pay expenses pursuant to Section 7, shall survive with respect to any registration
statement in which any Registrable Securities of such Shareholder were included and, for the avoidance of doubt, any underwriter lock-up that a Shareholder has executed prior to a Shareholder’s termination in accordance with this
Section 12(k) shall remain in effect in accordance with its terms. 
 (l) Consent to Jurisdiction. The parties hereto hereby
irrevocably submit to the non-exclusive jurisdiction of any state court sitting in the City of New York, Borough of Manhattan and the United States District Court for the Southern District of New York, and appropriate appellate courts therefrom,
over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding may be heard and determined in such
courts. The parties hereby irrevocably waive, to the fullest extent permitted 

  

 22 








 
by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or
any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute
in which a party to this Agreement may become involved. 
 Each of the parties hereto hereby consents to process being served by any party to
this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 12. 
 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT. 
  

 23 








 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed
as of the date first above written. 
  

			
	ONCOR ELECTRIC DELIVERY COMPANY LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	TEXAS TRANSMISSION INVESTMENT LLC
	
	By: TEXAS TRANSMISSION HOLDINGS CORPORATION, its sole member
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  








			
	 ENERGY FUTURE HOLDINGS CORP.
 (solely for
purposes of Section 11)

		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT A 
 ADDENDUM AGREEMENT 
 This Addendum Agreement is made this      day of
                    , 20        , by and between
                                         
        (the “New Shareholder”) and Oncor Electric Delivery Company LLC (the “Company”), pursuant to a Registration Rights Agreement dated as of November 5, 2008 (the
“Agreement”), between and among the Company and the Shareholders. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 
 WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement; 
 WHEREAS, the New Shareholder has acquired Registrable Securities directly or indirectly from a Shareholder; and 
 WHEREAS, the Company and the Shareholders have required in the Agreement that all persons desiring registration rights must enter into an Addendum
Agreement binding the New Shareholder to the Agreement to the same extent as if it were an original party thereto; 
 NOW, THEREFORE, in
consideration of the mutual promises of the parties, the New Shareholder acknowledges that it has received and read the Agreement and that the New Shareholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out
in the Agreement to the same extent as if it were an original party to the Agreement and shall be deemed to be a Shareholder thereunder. 
  

			
	  

	New Shareholder
		
	By:	 	  



  

	
	Address:
	
	  

	
	  









 AGREED TO on behalf of the Company pursuant to Section 12(c) of the Agreement. 
  

			
	ONCOR ELECTRIC DELIVERY COMPANY LLC
		
	By: