EX-4.2



 EXHIBIT 4.2 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated December 8, 2015 (the “Agreement”) is entered into by and among Expedia, Inc., a
Delaware corporation (the “Company”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated December 1, 2015 (the “Purchase Agreement”). 

The Company, the Guarantors and the Representatives are parties to the Purchase Agreement which provides for the sale by the Company to the
Initial Purchasers of $750,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2026 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to
the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties
hereto agree as follows: 
 SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

 “Additional Guarantor” shall mean any subsidiary of the Company that becomes a Guarantor under the Indenture after the
date of this Agreement. 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed. 
 “Company” shall have the meaning
set forth in the preamble and shall also include the Company’s successors. 
 “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time. 
 “Exchange Dates” shall have the meaning set forth in
Section 2(a)(ii) hereof. 
 “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall
mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. 







 “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein. 
 “Exchange Securities” shall mean senior notes issued by the
Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to
comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. 

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

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their
successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include
Participating Broker-Dealers. 
 “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof. 

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof. 

“Indenture” shall mean the Indenture relating to the Securities dated as of December 8, 2015 among the Company, the
Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 

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

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof. 

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is 

  
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required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount; and provided further that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any
Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained. 
 “Participating Broker-Dealers” shall have the meaning set forth
in Section 4(a) hereof. 
 “Person” shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall
mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in
each case including any document incorporated by reference therein. 
 “Purchase Agreement” shall have the meaning set
forth in the preamble. 
 “Representatives” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) on the earliest
date that is no less than two years after the date of this Agreement and on which all Securities (except Securities held by an affiliate of the Company) are no longer subject to any restrictions on transfer under the Securities Act, including those
pursuant to Rule 144 under the Securities Act or (iii) when such securities cease to be outstanding. 
 “Registration
Default” shall have the meaning set forth in Section 2(d) hereof. 
 “Registration Expenses” shall mean any
and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”)
registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for the Holders (which counsel shall be


  
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selected by the Majority Holders and which counsel may also be counsel for the Underwriters) in connection with blue sky qualification of any Exchange Securities or Registrable Securities),
(iii) all reasonable expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of
the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the reasonable fees and disbursements of counsel for the Company and the Guarantors and, in the case of a
Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the
reasonable fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with
this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall mean any
registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 

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

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

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

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

“Shelf Registration Statement” shall mean a “shelf” registration statement (or post-effective amendment or
supplement to an existing shelf registration statement) of the Company and the Guarantors that covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that


  
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may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 
 “Shelf Request” shall
have the meaning set forth in Section 2(b) hereof. 
 “Staff” shall mean the staff of the SEC. 

“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantors under the
Indenture. 
 “Target Registration Date” shall mean the date which is 365 days from the date hereof. 

“Trust” shall have the meaning set forth in Section 6(j) hereof. 

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

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

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

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to
the public. 
 SECTION 2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or
applicable interpretations of the Staff the Company and the Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities, (ii) cause such Exchange Offer Registration Statement to become effective and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by
one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts
to complete the Exchange Offer not later than (i) 30 days after such effective date (or if such 30th day is not a Business Day, the next succeeding Business Day) and (ii) the Target Registration Date. 

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

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

  
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 (ii) the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”); 
 (iii) that any Registrable
Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; 

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

(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date,
by (A) delivering to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the
Registrable Securities. 
 As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and
the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under
the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or
other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. 

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

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the
Exchange Offer; and 
 (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities
tendered by such Holder. 
 The Company and the Guarantors shall use their commercially reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. 
 (b) In the
event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as reasonably practicable after the last Exchange Date because
it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf
Request”) from any Initial Purchaser representing that it holds Registrable Securities that were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable best efforts to cause
to be filed as soon as practicable after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration
Statement become effective. 
 In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant
to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer. 
 The Company and the Guarantors agree to use their commercially reasonable best efforts
to keep the Shelf Registration Statement continuously effective until no Securities registered thereunder constitute Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company 

  
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for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities (or file on EDGAR) copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically
effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 
 In the event that neither the Exchange Offer has
been completed nor, if required in lieu thereof pursuant to Section 2(b)(i) or 2(b)(ii) hereof, the Shelf Registration Statement has become effective, on or prior to the Target Registration Date (such event, a “Registration
Default”), the annual interest rate on the Registrable Securities will be increased by 0.25% per annum from the date of such Registration Default to but excluding the earlier of the date such Registration Default is cured or the
Securities cease to be Registrable Securities. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by the later of
(a) the Target Registration Date or (b) 90 days after delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the annual interest rate on the Registrable Securities will be increased by
0.25% per annum for the period from such date to but excluding the earlier of (i) the date on which such Shelf Registration Statement is declared effective and (ii) the date that the Securities cease to be Registrable Securities. 

Notwithstanding the foregoing, (1) the Company and the Guarantors shall in no event be required to pay additional interest in excess of
0.25% per annum even if more than one Registration Default exists at any given time and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional
interest with respect to a Registration Default that pertains to such Shelf Registration Statement. 
 If the Shelf Registration Statement,
if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time


  
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during the Shelf Effectiveness Period, then the annual interest rate on the Registrable Securities will be increased by 0.25% per annum commencing on the day that the Shelf Registration
Statement ceases to be effective or the Prospectus ceases to be usable to but excluding the earlier of (i) the date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable and (ii) the date
that the Shelf Effectiveness Period ends; provided that if the failure of the Shelf Registration Statement to be effective or the Prospectus to be usable is otherwise permitted by this Agreement, then the increase in interest rate will only
be effective if such failure to be effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period and such increase will commence on the 31st day that such failure to be effective or usable exists in such
12-month period. 
 (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors
acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce
the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 
 (f) The Company represents,
warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act), other than any
communication pursuant to Rule 134 under the Securities Act, any document constituting an offer to sell or solicitation of an offer to buy the Securities or the Exchange Securities that falls within the exception from the definition of
prospectus in Section 2(a)(10)(a) of the Securities Act or a prospectus satisfying the requirements of Section 10(a) of the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the
Securities Act. 
 (g) The additional interest provided for above shall be payable at the same times, in the same manner and to the same
persons as ordinary interest on the Registrable Securities. 
 SECTION 3. Registration Procedures. (a) In connection with their
obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as reasonably possible: 

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

  
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 (ii) prepare and file with the SEC such amendments and post-effective amendments
to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to
transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 
 (iii) in the case of
a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, upon
request, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable
Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and
any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

 (iv) use their commercially reasonable best efforts to register or qualify the Registrable Securities under all applicable
state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate
with such Holders in connection with any filings required to be made with the FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction
of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where
it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction, (3) subject itself to taxation or tariff in any such jurisdiction if it is not so subject or (4) make any
change to its charter or by-laws or similar organizational documents; 
 (v) notify counsel for the Initial Purchasers and,
in the case of a Shelf Registration, notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such 

  
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advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement
to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become
effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company
of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf
Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any
determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate; 

(vi) use their commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, as soon as
practicable and provide prompt notice to each Holder of the withdrawal of any such order or such resolution; 
 (vii) in the
case of a Shelf Registration, upon request, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated
therein by reference or exhibits thereto, unless requested); 
 (viii) in the case of a Shelf Registration, cooperate with
the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in
such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities; 

  
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 (ix) in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable
Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the
Prospectus to correct such misstatement or omission; 
 (x) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus (other than documents that will be incorporated by reference therein), provide copies of such document to the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after
initial filing of a Registration Statement, use or file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus (other than documents that will be incorporated by reference therein), of which the Initial Purchasers
and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in
the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object; 

(xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the
initial effective date of a Registration Statement; 
 (xii) cause the Indenture to be qualified under the Trust Indenture
Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and execute, 

  
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and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner; 
 (xiii) in the case of a Shelf Registration, make available
for inspection prior to the filing of the Shelf Registration Statement and during the Shelf Effectiveness Period by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such
Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the
Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent
with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter); 
 (xiv) in the
case of a Shelf Registration, use their commercially reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the
Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements; 

(xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly
include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing; 

(xvi) as may reasonably be required in the case of a Shelf Registration, enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with
respect to 

  
 13 








 
the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in
form, scope and substance similar to that provided in the Purchase Agreement, as modified for registered offering, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder
and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the
Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the
type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and 

(xvii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or
acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against
such entity, to the Initial Purchasers no later than five Business Days following the execution thereof. 
 (b) In the case of a Shelf
Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing. 
 (c) In the case of a Shelf Registration Statement, each Holder of
Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf 

  
 14 








 
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Company and
the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current
at the time of receipt of such notice. 
 (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The
Company and the Guarantors may give any such notice only three times during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any 365-day
period. 
 (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each, an “Underwriter”) that will administer the offering will be selected by the Holders of
a majority in principal amount of the Registrable Securities included in such offering. 
 SECTION 4. Participation of Broker-Dealers in
Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Securities. 
 The Company and the Guarantors understand that it is the
Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available
to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or
supplement the 

  
 15 








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

(c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make
pursuant to Section 4(b) above. 
 SECTION 5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly
and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule
433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any
Initial Purchaser or information relating to any Holder furnished to the Company in writing through the Representatives or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by
Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective
affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information. 
 (b) Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company


  
 16 








 
and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any
Registration Statement and any Prospectus. 
 (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under
this Section 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person
thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may
designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; or (iii) the named parties in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the
Representatives, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against 

  
 17 








 
any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person (not to be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to
or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
 (d) If the indemnification provided
for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative
fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. 
 (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by
which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The
Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 

  
 18 








 (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution
provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any
Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
 SECTION 6. General.
(a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the
holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto. 
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the
Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses
as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). 

  
 19 








 
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; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held
subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person
shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third Party Beneficiaries. Each Holder
shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 
 (f) Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. 
 (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement
and shall not limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claims, controversy or
dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles that would result in the application of any laws other than the
laws of the State of New York. 
 (i) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or 

  
 20 








 
restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions,
covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace
the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions. 

  
 21 








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

  

					
	 EXPEDIA, INC., a Delaware corporation,

as Issuer,

		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	EXPEDIA, INC., a Washington corporation, as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	 TRAVELSCAPE, LLC,
 as Subsidiary
Guarantor,

		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	HOTWIRE, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President
	
	HOTELS.COM, L.P.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 


  
 1 








 
					
	 EXPEDIA, INC., a Washington corporation,

on behalf of HOTELS.COM GP, LLC,
as Subsidiary Guarantor,

		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	HRN 99 HOLDINGS, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Manager
	
	EGENCIA LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	EAN.COM, LP,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	INTERACTIVE AFFILIATE NETWORK, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 


  
 2 









					
	CLASSIC VACATIONS, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	WWTE, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	CARRENTALS.COM, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President
	
	EXPEDIA, INC., a Washington corporation, on behalf of CRUISE, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 


  
 3 









					
	ORBITZ WORLDWIDE, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	NEAT GROUP CORPORATION,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	O HOLDINGS INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ORBITZ FINANCIAL CORP.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ORBITZ FOR BUSINESS, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 


  









					
	ORBITZ, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	 TRIP NETWORK, INC.,
 as Subsidiary
Guarantor,

		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	OWW FULFILLMENT SERVICES, INC.,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ORBITZ, INC., a Delaware corporation, on behalf of ORBITZ, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ORBITZ WORLDWIDE, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 


  









					
	ORBITZ INC., a Delaware corporation, on behalf of, ORBITZ LLC, a Delaware limited liability company, on behalf of ORBITZ AWAY LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ORBITZ, INC., a Delaware corporation, on behalf of ORBITZ TRAVEL INSURANCE SERVICES, LLC,
as Subsidiary Guarantor,
		
	by	 	 /s/ Mark D. Okerstrom

		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 


  









			
	Accepted: December 8, 2015
	
	GOLDMAN, SACHS & CO.
		
	By:	 	 /s/ Adam Greene

		 	Authorized Signatory
	
	J.P. MORGAN SECURITIES LLC
		
	By:	 	 /s/ Robert Bottamedi

		 	Authorized Signatory
	
	MERRILL LYNCH, PIERCE, FENNER & SMITH
	                              INCORPORATED
		
	By:	 	 /s/ Keith Harman

		 	Authorized Signatory
	
	For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement.


  
 [Signature Page to
Registration Rights Agreement] 








 Schedule 1 
  

			
	 Name of Guarantor
	  	 Jurisdiction

	CarRentals.com, Inc.	  	Nevada
	Classic Vacations, LLC	  	Nevada
	Cruise, LLC	  	Washington
	EAN.com, LP	  	Delaware
	Egencia LLC	  	Nevada
	Expedia, Inc.	  	Washington
	Hotels.com GP, LLC	  	Texas
	Hotels.com, L.P.	  	Texas
	Hotwire, Inc.	  	Delaware
	HRN 99 Holdings, LLC	  	New York
	Interactive Affiliate Network, LLC	  	Delaware
	Neat Group Corporation	  	Delaware
	O Holdings Inc.	  	Delaware
	Orbitz Away LLC	  	Delaware
	Orbitz Financial Corp.	  	Delaware
	Orbitz For Business, Inc.	  	Delaware
	Orbitz Travel Insurance Services, LLC	  	Delaware
	Orbitz Worldwide, Inc.	  	Delaware
	Orbitz Worldwide, LLC	  	Delaware
	Orbitz, Inc.	  	Delaware
	Orbitz, LLC	  	Delaware
	OWW Fulfillment Services, Inc.	  	Tennessee
	Travelscape, LLC	  	Nevada
	Trip Network, Inc.	  	Delaware
	WWTE, Inc.	  	Nevada








 Annex A 

Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement,
dated as of December 8, 2015 by and among Expedia, Inc., a Delaware corporation, the subsidiary guarantors party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and J.P. Morgan Securities
LLC), to be bound by the terms and provisions of such Registration Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed
this counterpart as of                     . 
  

			
	[NAME OF SUBSIDIARY GUARANTOR]
		
	By:	 	  

		 	Name:
		
		 	Title: