Registration Rights Agreement



 Exhibit 4.4 

REGISTRATION RIGHTS AGREEMENT 

Dated: May 26, 2010 

among 
 SSI
INVESTMENTS II LIMITED 
 SSI CO-ISSUER LLC 

and 
 THE
GUARANTORS NAMED HEREIN 
 and 

MORGAN STANLEY & CO. INCORPORATED 

BARCLAYS CAPITAL INC. 

DEUTSCHE BANK SECURITIES INC. 







 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into May 26 , 2010, among SSI Investments
II Limited, a private limited company organized in Ireland (the “Company”), SSI Co-Issuer LLC, a Delaware limited liability company (the “Co-Issuer” and together with the Company, the “Co-Issuers”),
the companies identified as guarantors on the signature pages hereto (collectively, the “Initial Guarantors”), the companies who subsequently become guarantors of the Notes pursuant to the Purchase Agreement (each as defined below)
and execute and deliver a Joinder Agreement hereto substantially in the form attached as Exhibit A hereto as a Guarantor hereunder (the “Subsequent Guarantors”, and together with the Initial Guarantors, the
“Guarantors”) and Morgan Stanley & Co. Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc. (the “Representatives” and together with the other initial purchasers named in Schedule I to the
Purchase Agreement (as defined herein), the “Initial Purchasers”). 
 This Agreement is made pursuant to the
Purchase Agreement dated May 21 , 2010 (the “Purchase Agreement”), among the Co-Issuers, certain of the Initial Guarantors and the Initial Purchasers and after giving effect to the Joinder Agreements referred to therein, the
other Guarantors, which provides for the sale by the Co-Issuers to the Initial Purchasers of an aggregate of $310.0 million aggregate principal amount of 11.125% Senior Notes due 2018 (the “Notes”). The Notes will be jointly and
severally guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Co-Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase
Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. 

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

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

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

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

“Board of Directors” means, with respect to any Person, the Board of Directors (or other governing body serving a
similar function) of such Person, any duly authorized committee of such Board of Directors or any Person to which the Board of Directors has properly delegated authority with respect to any particular matter. 

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement. 







 “Co-Issuer” shall have the meaning set forth in the preamble and shall also
include the Co-Issuer’s successors. 
 “Co-Issuers” shall have the meaning set forth in the preamble.

 “Company” shall have the meaning set forth in the preamble and shall also include the Company’s
successors. 
 “Exchange Offer” shall mean the exchange offer by the Co-Issuers of Exchange Securities for
Registrable Securities pursuant to 
 Section 2(a) hereof. 

“Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a)
hereof. 
 “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form
S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

 “Exchange Securities” shall mean notes issued by the Co-Issuers and Guarantees of the Guarantors under the
Indenture containing terms identical to the applicable Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from December 1, 2010,
(ii) the Exchange Securities will not contain restrictions on transfer and (iii) the Exchange Securities will not be entitled to Additional Interest) to be offered to Holders of such Securities pursuant to the Exchange Offer. 

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

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successor.

 “Holder” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of
their successors, assigns and direct and indirect transferees who become registered beneficial owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall
include Participating Broker-Dealers (as defined in Section 4(a)). 
 “Indenture” shall mean the indenture
relating to the Securities dated as of May 26, 2010 among the Co-Issuers, the Initial Guarantors and Wilmington Trust FSB, as trustee, as the same may be amended from time to time in accordance with the terms thereof. 

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

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by either of the Co-Issuers or any of their affiliates (as such term is
defined in 







 
Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of
their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. 

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the
prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. 

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

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable
Security (i) as of the date on which such Security has been exchanged by a Person other than a broker-dealer for an Exchange Security in the Exchange Offer; (ii) following the exchange by a broker-dealer in the Exchange Offer of a Security
for an Exchange Security, as of the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement; (iii) as of the date on which such Security has been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement; (iv) as of the first date on or after the two year anniversary
of the Closing Date that such Security is eligible for sale pursuant to Rule 144 under the 1933 Act; or (v) as of the date on which such Security ceases to be outstanding for purposes of the Indenture. 

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Co-Issuers and
the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred by the Co-Issuers in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of one law firm acting as counsel for any underwriters or Holders, which shall be Latham & Watkins, or such other counsel as is reasonably acceptable to the Co-Issuers in
connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons incurred by the Co-Issuers in preparing or assisting in printing and distributing any Registration Statement,
any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements incurred by the Co-Issuers relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel
for the Co-Issuers and the Guarantors, and in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be Latham &

  

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Watkins or such other counsel as is selected by the Majority Holders and is reasonably acceptable to the Co-Issuers, and which counsel may also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent public accountants of the Co-Issuers and the Guarantors, including the expenses of any special audits or “cold comfort” letters required by this Agreement or incident to the
performance of this Agreement, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall
mean any registration statement of the Co-Issuers and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 

“SEC” shall mean the Securities and Exchange Commission. 

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

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Co-Issuers and the
Guarantors pursuant to the provisions of Section 2(b) of this Agreement which covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 

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

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

“Underwritten Registration” or “Underwritten Offering” shall mean a registration in which Registrable
Securities are sold to an Underwriter for reoffering to the public. 
 2. Registration Under the 1933 Act. 

(a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC (the
“Staff”), the Co-Issuers and the Guarantors shall use commercially reasonable efforts to cause to be filed an Exchange Offer Registration Statement on or prior to 270 days after the Closing Date, covering the offer by the Co-Issuers
and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer. The Co-Issuers and the
Guarantors shall use commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under the 1933 Act on or prior to 360 days after the Closing Date. Unless the Exchange Offer would not be permitted by
applicable law or SEC policy, the Co-Issuers and the Guarantors shall commence the Exchange Offer and shall use commercially reasonable efforts to issue on or prior to 30 business days, or longer, if required by applicable securities laws, after the
date on which the 
  

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Exchange Offer Registration Statement was declared effective by the SEC, Exchange Securities in exchange for all Registrable Securities tendered prior thereto in the Exchange Offer. The
Co-Issuers and the Guarantors shall commence the Exchange Offer by delivering the related exchange offer Prospectus and accompanying documents to each Holder, through the common depositary for the Securities or otherwise, stating in such Prospectus
or accompanying documents in addition to such other disclosures as are required by applicable law: 
 (i) that the Exchange Offer
is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not withdrawn will be accepted for exchange; 

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the
“Exchange Dates”); 
 (iii) that any Registrable Security not tendered will remain outstanding and continue to
accrue interest (but not Additional Interest), but will not retain any rights under this Registration Rights Agreement; 
 (iv)
that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letter of transmittal, to the institution and at the address specified
in the notice (or through the procedures of the common depositary for the Securities) prior to the close of business on the last Exchange Date; and 

(v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending
to the institution at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing his election to have such Securities exchanged (or through the procedures of the common depositary for the Securities). 

As soon as reasonably practicable after the last Exchange Date, the Co-Issuers shall: 

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

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

The Co-Issuers and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the
applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate
applicable law or any applicable interpretation of the Staff of 
  

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the SEC. Upon the Initial Purchaser’s request, the Co-Issuers and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is
made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 

Each Holder participating in the Exchange Offer shall be required, as a condition to participating in such Exchange Offer, to represent to the Co-Issuers
and the Guarantors that (i) it is acquiring the Exchange Securities to be received by such Holder in the ordinary course of its business, (ii) such Holder is not engaged in, and does not intend to engage in, and has no arrangements or
understanding with any person to participate in, a distribution (within the meaning of the 1933 Act) of the Exchange Securities in violation of the 1933 Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the 1933
Act, of the Co-Issuers or the Guarantors, and (iv) if such Holder is a broker-dealer registered under the 1934 Act, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of
market-making activities or other trading activities and that it will comply with the applicable provisions of the 1933 Act (including the prospectus delivery requirements in connection with any resale of such Exchange Securities). Each Holder
hereby acknowledges and agrees that any broker-dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date
of this Agreement rely on the position of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery or availability, if applicable, requirements of the 1933 Act in connection with a secondary
resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if
the resales are of Exchange Securities obtained by such Holder in exchange for Registrable Securities acquired by such Holder directly from the Co-Issuers. 

(b) In the event that (i) the Co-Issuers and the Guarantors determine that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the
Exchange Offer is not for any other reason consummated within the time periods provided for in Section 2(a) above, (iii) any Holder of Registrable Securities notifies the Co-Issuers prior to the
20th business day following the completion of the Exchange
Offer that: (A) it is prohibited by law or SEC policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a Prospectus and the Prospectus contained in the Exchange
Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Co-Issuers or an affiliate of thereof, then the Co-Issuers and the Guarantors shall: in lieu of
(or, in the case of clause (iii), in addition to conducting the Exchange Offer contemplated by Section 2(a), file under the 1933 Act no later than 30 days after the time such obligation to file arises (but no earlier than 270 days after the
Closing Date), a Shelf Registration Statement. The Co-Issuers and the Guarantors agree to use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf
Registration Statement filing obligation arises (but no earlier than 360 days after the Closing Date); provided, that if at any time the 

 

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Issuer is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and the Co-Issuers and the Guarantors are eligible to file an “automatic shelf registration
statement” (as defined in Rule 405), then the Co-Issuers and the Guarantors shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Co-Issuers and the
Guarantors agree to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the effective date of such Shelf Registration Statement or
such time as there are no longer any Registrable Securities outstanding. The Co-Issuers and the Guarantors agree, after the effective date of the Shelf Registration Statement and promptly upon the request of any Holder of Registrable Securities that
has not then returned the information regarding such Holder set forth in Section 3(a)(xvi), to use all commercially reasonable efforts to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b)
under the Securities Act identifying such Holder), provided, however, that nothing in this sentence shall relieve any such Holder of the obligation to return information regarding such Holder in accordance with Section 3(a)(xvi).
Notwithstanding anything to the contrary herein, in no event will the Co-Issuers be required to file a post-effective amendment or prospectus supplement with respect to the Shelf Registration Statement more than once during any calendar quarter.

 The Co-Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by the Co-Issuers and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registrations or if
reasonably and timely requested by a Holder with respect to information relating to such Holder, and to use commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as
soon as thereafter practicable, provided that the Co-Issuers and the Guarantors shall not be required to amend the Shelf Registration Statement to add additional Holders more than once per quarter. The Co-Issuers and the Guarantors agree to furnish
to the Holders of Registrable Securities copies of any such supplement or amendment promptly after filing such supplement or amendment with the SEC, provided, that the Co-Issuers and the Guarantors shall not be required to provide such Holder
with copies of Forms 10-K, 10-Q, 8-K and other reports filed with the SEC. 
 (c) The Co-Issuers and the Guarantors shall pay
all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 
 (d) An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC;
provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or

  

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requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering
of Registrable Securities pursuant to such Registration Statement may legally resume. 
 If: 

(1) the Co-Issuers and the Guarantors fail to file any Registration Statement hereunder on or before the date specified herein for such
filing; 
 (2) any such Registration Statement is not declared effective by the SEC on or prior to the date specified for such
effectiveness (the “Effectiveness Target Date”); 
 (3) the Issuers and the Guarantors fail to consummate the
Exchange Offer within 30 business days of the Effectiveness Target Date (or such later date as may be required by applicable securities laws) with respect to the Exchange Offer Registration Statement; or 

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be
effective or usable in connection with resales of Registrable Securities during the periods specified in the Registration Rights Agreement (subject to any applicable suspension period permitted by Section 3(b)) (each such event referred to in
the preceding clauses (1) through (4), a “Registration Default”), 
 then the Issuers and the Guarantors will pay interest
in addition to the per annum rate then applicable to the Securities (“Additional Interest”) to each Holder of Registrable Securities until all Registration Defaults have been cured. 

The rate of the Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a
Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all applicable Registration Defaults have been cured, up to a maximum Additional Interest rate of
1.0% per annum. All accrued Additional Interest will be paid by the Co-Issuers and the Guarantors on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to
Holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Once (i) the Co-Issuers and the Guarantors file the applicable
Registration Statement for (in the case of a Registration Default pursuant to clause (1) above), (ii) the applicable Registration Statement is declared effective by the SEC (in the case of a Registration Default pursuant to clause
(2) above, (iii) the Co-Issuers and the Guarantors consummate an Exchange Offer with respect to the Exchange Offer Registration Statement (in the case of a Registration Default pursuant to clause (3) above, or (iv) the applicable
Registration Statement that had ceased to be effective thereafter becomes effective (in the case of a Registration Default pursuant to clause (4) above, the accrual of Additional Interest shall cease. 

(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Co-Issuers acknowledge that any failure by the
Co-Issuers to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not

  

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be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Co-Issuers’ obligations under Section 2(a) and Section 2(b) hereof. 
 3.
Registration Procedures. 
 (a) In connection with the obligations of the Co-Issuers and the Guarantors with respect to
the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Co-Issuers and the Guarantors shall: 

(i) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be
selected by the Co-Issuers and the Guarantors and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof; 
 (ii) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be
filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities but in no event later than the date that is 90 days after the date that notice of the Exchange Offer is first mailed to Holders; 

(iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to the
one counsel for the Holders designated pursuant to this Agreement and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus as reasonably requested, including each
preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request other than exhibits to documents incorporated by reference or exhibits thereto or documents available on
the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”), in order to facilitate the public sale or other disposition of the Registrable Securities; and, subject to Sections 3(a)(ix) and 3(a)(xvi), the
Co-Issuers consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of
the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; 
  

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 (iv) use commercially reasonable efforts to register or qualify the Registrable Securities
under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing a reasonable time prior to the time the
applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with FINRA and do any and all other acts and things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that each of the Co-Issuers and the Guarantors shall not be required to
(1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a)(iv), (2) file any general consent to service of process or
(3) subject itself to taxation in any such jurisdiction if it is not so subject; 
 (v) in the case of a Shelf Registration,
notify each Holder of Registrable Securities who has provided contact information to the Co-Issuers, the one counsel for the Holders designated pursuant to this Agreement and counsel for the Initial Purchasers promptly and, if requested by any such
Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (2) of any request by the SEC or any state
securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority
of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (4) if, between the effective date of a Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the Co-Issuers contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all
material respects or if the Co-Issuers receive any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the
happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes
in such Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Co-Issuers and the Guarantors that a post-effective amendment to a Registration Statement would be
appropriate; 
 (vi) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement and provide prompt notice to each Holder of the withdrawal of any such order; 
  

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 (vii) in the case of a Shelf Registration, if requested, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 

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

(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use
commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Co-Issuers and the Guarantors agree to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree
to suspend use of the Prospectus until the Co-Issuers and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission; 

(x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus (other than filings to be made pursuant to the 1934 Act), after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the one counsel to the Holders designated pursuant to this Agreement) and make such of the representatives of
the Co-Issuers and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their one counsel designated pursuant to this Agreement) available for
discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated
by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the one counsel to the Holders designated pursuant to this Agreement) shall not have
previously been advised and furnished a copy and the Co-Issuers shall give reasonable consideration to any comments received from the 

 

 11 








 
Initial Purchasers or their counsel (or, in the case of a Shelf Registration Statement, the one counsel to the Holders designated pursuant to this Agreement) prior to filing such Registration
Statement, Prospectus, amendment, supplement or other document; 
 (xi) obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; 
 (xii) cause the
Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and
the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents
as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 

(xiii) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of a majority in principal
amount of the Registrable Securities being sold, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and one attorney and one accountant designated by such Holders in accordance with this Agreement, at
reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Co-Issuers and the Guarantors, and cause the respective officers, directors and employees of the Co-Issuers and the Guarantors to
supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that (1) the foregoing inspection and information gathering shall be
coordinated on behalf of the selling Holders, underwriters and representatives thereof by one counsel for the Holders and one counsel for the underwriters, who shall be such counsel as may be chosen by the Holders of a majority in principal amount
of the Securities or by the underwriters, as the case may be, and (2) if any such information is identified by the Co-Issuers or any Guarantor as being confidential or proprietary, each person receiving such information shall take such actions
as are reasonably necessary to protect the confidentiality of such information, including, with respect to Holders and their representatives, entering into customary confidentiality agreements; 

(xiv) use commercially reasonable efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by
two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act); and 
  

 12 








 (xv) in the case of a Shelf Registration, enter into such customary agreements and take all
such other reasonable actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, if requested by the Holders of a majority in principal amount of the Securities covered by a Shelf Registration Statement, not more than one Underwritten Offering and in such connection,
(1) to the extent possible, make such representations and warranties to the Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, (2) obtain opinions of counsel to the Co-Issuers and
the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to such Underwriters and their counsel) addressed to each Underwriter of Registrable Securities, covering the matters customarily covered in
opinions requested in underwritten offerings, (3) obtain “cold comfort” letters from the independent certified public accountants of the Co-Issuers and the Guarantors (and, if necessary, any other certified public accountant of any
subsidiary of the Co-Issuers or the Guarantors, or of any business acquired by the Co-Issuers or the Guarantors for which financial statements and financial data are included in the Registration Statement) addressed to each Underwriter of
Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (4) deliver such documents and certificates as
may be reasonably requested by the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Co-Issuers made pursuant to the underwriting agreement
and to evidence compliance with any customary conditions contained in an underwriting agreement. 
 (xvi) In the case of a Shelf
Registration Statement, the Co-Issuers and the Guarantors shall require each Holder of Registrable Securities to furnish to the Co-Issuers and the Guarantors such information regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Co-Issuers and the Guarantors may from time to time reasonably request in writing. In addition, each selling Holder agrees to promptly furnish additional information required under Item 507 or 508 of Regulation
S-K, as applicable. So long as any Holder fails to furnish such information in a reasonably timely manner after receiving the request, the Co-Issuers and the Guarantors shall (i) have no obligation under this Agreement to provide for the
disposition of such Holder’s Registrable Securities in the Shelf Registration Statement in respect to which such information was requested, (ii) not be required to provide for the disposition of such Holder’s Registrable Securities in
any post-effective amendment to such Shelf Registration Statement or any future Shelf Registration Statement that is not otherwise required to be filed and (iii) not be required to pay any Additional Interest as provided in Section 2(d)
hereof. Each Holder including Registrable Securities in a Shelf Registration Statement shall agree to furnish promptly to the Co-Issuers all information regarding such Holder and the proposed distribution by the Holder of such Registrable Securities
required under Regulation S-K. 
  

 13 








 (b) Each Holder agrees that, upon receipt of any notice from the Co-Issuers and the
Guarantors of the happening of any event or the existence of any fact of the kind described in Section 3(a)(v) hereof or the existence of a Shelf Suspension Period (as defined below), such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof or until it is advised in writing by the
Co-Issuers that the use of the Prospectus may be resumed and has received any additional or supplemental filings that are incorporated by reference into the Prospectus. If so directed by the Co-Issuers and the Guarantors, such Holder will deliver to
the Co-Issuers and the Guarantors (at their expense) all copies in its possession, 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. Any Issuer election to suspend use of the Exchange Offer Registration Statement pursuant to this paragraph shall not be taken into account in determining whether Additional Interest is due pursuant to Section 2(d) hereof or the amount
of such Additional Interest. Notwithstanding anything to the contrary in this Agreement, at any time, the Co-Issuers may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for up to 60 consecutive
days per Shelf Suspension Period (as defined below) and up to 90 days in the aggregate in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of each of the Co-Issuers determines reasonably and in good
faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of each of the
Co-Issuers, would be detrimental to the Co-Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law. 

(c) In the Underwritten Offering referred to in Section 3(a)(xv) above, the investment bank or investment banks and manager or
managers (the “Underwriters”) that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering, subject to the approval of the Co-Issuers, which approval shall not be
unreasonably withheld or delayed. 
 4. Participation of Broker-Dealers in Exchange Offer. 

(a) The Staff of the SEC has taken the position that any broker-dealer registered under the 1934 Act that receives Exchange Securities for
its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an
“underwriter” within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. 

The Co-Issuers understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the 

 

 14 








 
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. 

(b) In light of the above, notwithstanding the other provisions of this Agreement, the Co-Issuers and the Guarantors agree that the
provisions of Section 3 of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in
each case as provided in clause (ii) below (but with such reasonable modifications thereto as determined by the Co-Issuers), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above; provided that: 
 (i) the Co-Issuers and the
Guarantors shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(a)(ix), (A) after the Participating Broker-Dealers shall have
disposed of the Registrable Securities or (B) for a period exceeding the period specified in Section 3(a)(ii) and Participating Broker-Dealers shall not be authorized by the Co-Issuers to deliver and shall not deliver such Prospectus after
such date or such period in connection with the resales contemplated by this Section 4; and 
 (ii) the application of the
Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in
conformity with the reasonable request to the Co-Issuers and the Guarantors by the Initial Purchasers or with the reasonable request in writing to the Co-Issuers by one or more Participating Broker-Dealers; and provided further that,
in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Co-Issuers and the Guarantors shall be obligated to deal only with one entity representing the Participating
Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated or such other representative as is designated by a majority in interest of the Participating Broker-Dealers if Morgan Stanley & Co. Incorporated elects not to act as
such representative, and shall not be obligated to pay the fees and expenses of any counsel representing the Participating Broker-Dealers. 
  

 15 








 5. Indemnification and Contribution. 

(a) The Co-Issuers and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder and each Person, if any,
who controls any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred by Holder or any such controlling Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by 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 caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (including any
“issuer free writing prospectus” as defined in Rule 433 under the 1933 Act or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in
light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information
relating to any Holder furnished to the Co-Issuers in writing by or on behalf of any Holder expressly for use therein. 
 (b)
Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Co-Issuers, the Guarantors and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any,
who controls the Co-Issuers, the Guarantors, or any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Co-Issuers and the
Guarantors to the Holders, but only with reference to information relating to such Holder furnished to the Co-Issuers in writing by or on behalf of such Holder expressly for use in any Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto). 
 (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against
whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. The indemnifying party may take the primary responsibility for supervising
any such defense (with counsel reasonably satisfactory to the indemnified party), provided, however, that the indemnified party shall be promptly informed of all material developments with respect to such proceeding by the indemnifying party, the
indemnified party shall have the right to ask reasonable questions of such counsel and the indemnifying party and, with respect to any matters that relate directly to such indemnified party in such proceedings, shall be consulted by the indemnifying
party. Notwithstanding the foregoing, in any such proceeding, any indemnified party shall have the 
  

 16 








 
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall
have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for
the fees and expenses of more than one separate firm (in addition to any local counsel) for all of the indemnified parties who are party to such action, and that all such fees and expenses shall be reimbursed as they are incurred. In such case
involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Co-Issuers. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is
or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
proceeding. 
 (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities (other than by reason of the exceptions provided in these paragraphs), then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Co-Issuers, the Guarantors and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Co-Issuers, the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration
Statement. 
 (e) The Co-Issuers, the Guarantors and each Holder agree that it would not be just or equitable if contribution
pursuant to this Section 5 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 paragraph (d) above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any 
  

 17 








 
such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the dollar amount
of the gross proceeds (before deducting any commissions or other fees or expenses) received by such Holder from the sale of the Registrable Securities by such Holder exceeds the amount of any damages that such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 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.

 The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder, or by or on behalf of the Co-Issuers, the Guarantors, their respective officers or
directors or any Person controlling the Co-Issuers or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 

6. Miscellaneous. 

(a) No Inconsistent Agreements. The Co-Issuers and the Guarantors have not entered into, and on or after the date of this Agreement
will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Co-Issuers’ or the Guarantors’ other issued and outstanding securities under any agreement in effect on the date hereof. 

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Co-Issuers and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of
the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of
Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer or registered pursuant to a Shelf Registration Statement and that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer or registered pursuant to a Shelf Registration Statement may be given by the Holders of a majority of the outstanding principal amount of Registrable Securities being so tendered or
registered. 
  

 18 








 (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Co-Issuers or the Guarantors
by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement and, with respect to any other Holder, the
address set forth on the records of the registrar under the Indenture; and (ii) if to the Co-Issuers and the Guarantors, initially at the Co-Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c), with a copy to Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110, Attention Craig E. Marcus (facsimile number (617) 951-7050).

 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing
overnight delivery. 
 Copies of all such notices, demands, or other communications shall be concurrently delivered by the
Person giving the same to the Trustee, at the address specified in the Indenture. 
 (d) Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities;
provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or
obligation to the Co-Issuers or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 

(e) Purchases and Sales of Securities. The Co-Issuers and the Guarantors shall not purchase and then resell or otherwise transfer
any Securities in violation of the 1933 Act. 
 (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Co-Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. 
 (g) Counterparts. This
Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

  

 19 








 (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof. 
 (i) Governing Law. This Agreement shall be governed by the
laws of the State of New York. 
 (j) Severability. In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected
or impaired thereby. 
 (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and 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. There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein with respect to the registration rights granted by the Co-Issuers and the Guarantors with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter. 
  

 20 








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

							
		  		  	Present when the common seal of
			
	The Company:	  		  	  SSI Investments II Limited
				
		  		  	  was affixed hereto:	 	 /s/ IMELDA SHINE

		  		  		 	 /s/ MARK
COMMINS



							
			
	The Co-Issuer:	  		  	    SSI Co-Issuer LLC
				
		  		  	    By:	 	 /s/ MICHAEL C. ASCIONE

		  		  		 	Name: Michael C. Ascione
		  		  		 	Title:   Manager


							
			
		  		  	Present when the common seal of
			
	Initial Guarantor:	  		  	  SSI Investments III Limited
				
		  		  	  was affixed hereto:	 	 /s/ IMELDA SHINE

		  		  		 	 /s/ MARK COMMINS



Signature Page to Registration Rights Agreement 








							
	 Initial Guarantor:
	 		 	Books24x7.com, Inc.
				
		 		 	By:	 	 /s/ ANTHONY P. AMATO

		 		 		 	Name: Anthony P. Amato
		 		 		 	Title:   Vice President
			
	 Initial Guarantor:
	 		 	SkillSoft UK Limited
				
		 		 	By:	 	 /s/ ANTHONY P. AMATO

		 		 		 	Name: Anthony P. Amato
		 		 		 	Title:   Director
			
	 Initial Guarantor:
	 		 	SkillSoft Finance Limited
				
		 		 	By:	 	 /s/ ANTHONY P. AMATO

		 		 		 	Name: Anthony P. Amato
		 		 		 	Title:   Director
			
	 Initial Guarantor:
	 		 	SkillSoft Canada, Ltd.
				
		 		 	By:	 	 /s/ ANTHONY P. AMATO

		 		 		 	Name: Anthony P. Amato
		 		 		 	Title:   Director
			
	 Initial Guarantor:
	 		 	SkillSoft Corporation
				
		 		 	By:	 	 /s/ ANTHONY P. AMATO

		 		 		 	Name: Anthony P. Amato
		 		 		 	Title:   Chief Accounting Officer


Signature Page to Registration Rights Agreement 








					
	Accepted as of the date hereof:
	
	MORGAN STANLEY & CO. INCORPORATED
		
	By:	 	 /s/ FRED STUPART

		 	Name:	 	Fred Stupart
		 	Title:	 	Authorized Signatory
	
	BARCLAYS CAPITAL INC.
		
	By:	 	 /s/ ROBERT CHEN

		 	Name:	 	Robert Chen
		 	Title:	 	Managing Director
	
	DEUTSCHE BANK SECURITIES INC.
		
	By:	 	 /s/ DAVID BOUTRY

		 	Name:	 	David Boutry
		 	Title:	 	Managing Director
		
	By:	 	 /s/ STEPHANIE PERRY

		 	Name:	 	Stephanie Perry
		 	Title:	 	Managing Director

 Signature Page to
Registration Rights Agreement 







 JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT 

Reference is hereby made to the Registration Rights Agreement, dated May 26, 2010 (the “Registration Rights
Agreement”), between SSI Investments II Limited (the “Company”), SSI Co-Issuer LLC (the “Co-Issuer” and, together with the Company, the “Co-Issuers”), the Initial Purchasers named therein
and the other parties thereto. Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement. 

Each of the undersigned parties hereby unconditionally and irrevocably expressly assumes, confirms and agrees to perform and observe as a
Guarantor each and any of the covenants, agreements, terms, conditions, obligations, appointments, duties, promises and liabilities of a Guarantor under the Registration Rights Agreement as if it were an original signatory thereto. 

Each of the undersigned hereby agrees to promptly execute and deliver any and all further documents and take such further action as any
other undersigned party or the Initial Purchasers may reasonably require to effect the purpose of this Joinder Agreement. 

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement this 25th day of
June, 2010. 
 PRESENT when the Common Seal of 

SKILLSOFT IRELAND LIMITED 
 was affixed
hereto: 
  

			
	By:	 	 /s/ IMELDA SHINE

		 	Name: Imelda Shine
		 	Title:   Director
		
	By:	 	 /s/ FERDINAND VON PRONDZYNSKI

		 	Name: Ferdinand von Prondzynski
		 	Title:   Director


 Joinder
to Registration Rights Agreement 
 Signature Page 







 IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement this 25th day of
June, 2010. 
 PRESENT when the Common Seal of 

CBT (TECHNOLOGY) LIMITED 
 was affixed
hereto: 
  

			
	By:	 	 /s/ IMELDA SHINE

		 	Name: Imelda Shine
		 	Title:   Director
		
	By:	 	 /s/ FERDINAND VON PRONDZYNSKI

		 	Name: Ferdinand von Prondzynski
		 	Title:   Director


 Joinder
to Registration Rights Agreement 
 Signature Page 







 IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement this 25th day of
June, 2010. 
 PRESENT when the Common Seal of 

STARGAZER PRODUCTIONS 
 was affixed
hereto: 
  

			
	By:	 	 /s/ IMELDA SHINE

		 	Name: Imelda Shine
		 	Title:   Director
		
	By:	 	 /s/ FERDINAND VON PRONDZYNSKI

		 	Name: Ferdinand von Prondzynski
		 	Title:   Director


 Joinder
to Registration Rights Agreement 
 Signature Page 







 IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement this 25th day of
June, 2010. 
 PRESENT when the Common Seal of 

SKILLSOFT LIMITED 
 was affixed hereto:

  

			
	By:	 	 /s/ IMELDA SHINE

		 	Name: Imelda Shine
		 	Title:   Director
		
	By:	 	 /s/ FERDINAND VON PRONDZYNSKI

		 	Name: Ferdinand von Prondzynski
		 	Title:   Director


 Joinder
to Registration Rights Agreement 
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