EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
  

 
 FORTIVE
CORPORATION 
 1.800% SENIOR NOTES DUE 2019 

2.350% SENIOR NOTES DUE 2021 

3.150% SENIOR NOTES DUE 2026 

4.300% SENIOR NOTES DUE 2046 
  

 
 REGISTRATION
RIGHTS AGREEMENT 
 Dated as of June 20, 2016 
  

 
  

 







 REGISTRATION RIGHTS AGREEMENT dated as of June 20, 2016 (this “Agreement”) is
entered into by and among Fortive Corporation, a Delaware corporation (the “Company”) and Barclays Capital Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives (collectively, the
“Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreements (as defined below) (the “Initial Purchasers”). 

The Company and the Representatives are parties to (i) the Purchase Agreement dated June 6, 2016 (the “Original Purchase
Agreement”), which provides for the sale by the Company to the Initial Purchasers of $300,000,000 principal amount of the Company’s 1.800% senior notes due 2019 (the “2019 Notes”), $750,000,000 principal amount of the
Company’s 2.350% Senior Notes due 2021 (the “2021 Notes”), $900,000,000 principal amount of the Company’s 3.150% Senior Notes due 2026 (the “2026 Notes”) and $350,000,000 principal amount of the
Company’s 4.300% Senior Notes due 2046 (the “Original 2046 Notes”) and (ii) the Purchase Agreement dated June 9, 2016 (together with the Original Purchase Agreement, the “Purchase Agreements”), which provides
for the sale by the Company to the Initial Purchasers of $200,000,000 additional principal amount of the Company’s 4.300% Senior Notes due 2046 (together with the 2019 Notes, the 2021 Notes, the 2026 Notes and the Original 2046 Notes, the
“Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreements, the Company has 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 closings under the Purchase Agreements. 
 In
consideration of the foregoing, the parties hereto agree as follows: 
 1. Definitions. As used in this Agreement, the following
terms shall have the following meanings: 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day
on which commercial banks in New York, New York are authorized or required by law to remain closed. 
 “Company” shall have
the meaning set forth in the preamble. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time. 
 “Exchange Date” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Notes” shall mean senior notes of a series issued by the Company under the Indenture containing terms identical to
the applicable series of Notes (except that the Exchange Notes 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 in exchange for
Registrable Notes of such series pursuant to the Exchange Offer for such series. 
 “Exchange Offer” shall mean the
exchange offer by the Company for Registrable Notes of such series 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. 

  
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 “FINRA” means the Financial Industry Regulatory Authority, Inc. 

“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 and used by the Company in connection with the sale of the Notes or the Exchange Notes. 

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Notes, and each of their successors,
assigns and direct and indirect transferees who become owners of Registrable Notes under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, 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 dated as of June 20, 2016 between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee, as the same may be amended and supplemented from time to time in accordance with the terms thereof with applicability to the Notes and the Exchange Notes. 

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

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

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

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

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire
distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. 
 “Participating Broker-Dealers”
shall have the meaning set forth in Section 4(a) hereof. 
 “Participating Holder” shall mean any Holder of Registrable
Notes that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) 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 Notes 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 Agreements” shall have the meaning set forth in the preamble. 

“Registrable Notes” shall mean the Notes; provided that the Notes shall cease to be Registrable Notes upon the
earliest to occur of the following: (i) when a Registration Statement with respect to such Notes has become effective under the Securities Act and such Notes have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such Notes cease to be outstanding or (iii) the date that is two years after the date of this Agreement. 

  
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 “Registration Default” shall mean the occurrence of any of the following: (i)
the Exchange Offer is not completed on or prior to the Target Registration Date or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration
Date, (ii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after
delivery of such Shelf Request, (iii) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable for resales of Registrable
Notes, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable for resales of Registrable Notes exists for more than 90 days (whether or not
consecutive) in any 12-month period or (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two occasions of at least 30 consecutive days in any 12-month period during the Shelf
Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable for resales of Registrable Notes, in each case whether or not permitted by this Agreement. 

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this
Agreement, including without limitation: (i) all SEC or 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 any Underwriters or Holders in connection with blue sky qualification of any Exchange Notes or Registrable Notes), (iii) all expenses of the Company in preparing or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any Free Writing 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 incurred by the Company (including with respect to maintaining ratings of the Notes), (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 one counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one
counsel for the Participating Holders (which counsel shall be selected or replaced by the Participating Holders holding a majority of the aggregate principal amount of Registrable Notes held by such Participating Holders and which counsel may also
be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accountants of the Company, 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 Notes by a Holder. 
 “Registration
Statement” shall mean any registration statement of the Company 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. 
 “Representatives” shall have the
meaning set forth in the preamble. 
 “SEC” shall mean the United States Securities and Exchange Commission. 

  
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 “Securities Act” shall mean the Securities Act of 1933, as amended from time to
time. 
 “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 of the Company that covers all or a
portion of the Registrable Notes on an appropriate form under Rule 415 under the Securities 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 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. 

“Suspension Actions” shall have the meaning set forth in Section 2(e) hereof. 

“Target Registration Date” shall mean August 14, 2017. 

“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 Notes under the Indenture. 

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

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

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company shall use its commercially
reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Notes for Exchange Notes and (y) have such Registration Statement become effective on or before the
Target Registration Date and, if requested by one or more Participating Broker-Dealers, remain effective until 180 days after the last Exchange Date for use by such Participating Broker-Dealers. The Company shall commence the Exchange Offer for
each series of Registrable Notes promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use its commercially reasonable efforts to complete the Exchange Offer for such series not later than 60 days after such
effective date. 
 After the Exchange Offer Registration Statement has become effective, the Company shall commence the Exchange Offer for
each series by mailing 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 such Exchange Offer is being made pursuant to this Agreement and that all Registrable Notes of such series 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) (each, an “Exchange Date”); 
 (iii) that any Registrable
Note 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 Note of a series exchanged pursuant to the Exchange Offer for such series
will be required to (A) surrender such Registrable Note, together with the appropriate letters of transmittal, to the institution and at the address 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 Note, in each case prior to the close of business on the last Exchange Date with respect to such Exchange Offer; and 

(v) that any Holder of Registrable Notes of a series will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date with respect to the Exchange Offer for such series, by (A) sending to the institution and at the address specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Notes delivered for exchange and a statement that such Holder is withdrawing its election to have such Notes exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Notes. 
 As a condition to participating in an Exchange Offer, a Holder will be required to represent to the Company
that (1) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of such 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 Notes in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company, (4)
if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (5) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for
Registrable Notes 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 Notes. 
 As soon as practicable after the last Exchange Date with respect to an Exchange Offer for Registrable Notes of a
series, the Company shall: 
 (i) accept for exchange Registrable Notes of such series or portions thereof validly tendered
and not properly withdrawn pursuant to such Exchange Offer; and 
 (ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Notes of such series 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 Notes of such series equal in principal
amount to the principal amount of the Registrable Notes of such series tendered by such Holder; provided that if any of the Registrable Notes are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of
Registrable Notes in accordance with applicable book-entry procedures. 
 The Company shall use its commercially reasonable efforts to
complete each Exchange Offer as provided above and shall use commercially reasonable efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in


  
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connection with each Exchange Offer. No Exchange Offer shall be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of
the Staff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the
Company’s ability to proceed with the Exchange Offer. 
 (b) In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) hereof is not available or the Exchange Offer for Registrable Notes of a series may not be completed as soon as practicable after the last Exchange Date with respect to such Exchange Offer because it would
violate any applicable law or applicable interpretations of the Staff, (ii) such Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) prior to the last Exchange Date with respect to such Exchange Offer, the
Company receives a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Notes of the applicable series that are or were ineligible to be exchanged in such Exchange Offer, the Company
shall use its commercially reasonable 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 Notes of such
series by the Holders thereof and to have such Shelf Registration Statement become effective; provided that (a) no Holder will be entitled to have any Registrable Notes included in any Shelf Registration Statement, or entitled to use the Prospectus
forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b)
hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Company shall be under no obligation to file any such Shelf Registration Statement before it is obligated to file an Exchange Offer
Registration Statement pursuant to Section 2(a) hereof. 
 In the event that the Company is required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company shall use its commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to
all Registrable Notes 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 Notes held by the Initial Purchasers after
completion of the Exchange Offer. 
 The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective until the date on which the Notes covered thereby cease to be Registrable Notes (the “Shelf Effectiveness Period”). The Company further agrees to use its commercially reasonable efforts to supplement or amend
the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the
Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Notes with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause
any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company agrees to furnish to the
Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders. 

(c) The Company 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 Notes pursuant to the Shelf Registration Statement. 

  
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 (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. 
 If a Registration Default occurs with
respect to a series of Registrable Notes, the interest rate on the Registrable Notes (and only the Registrable Notes) of such series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such
Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends. A Registration Default ends with respect to any Note when such
Note ceases to be a Registrable Note or, if earlier, (1) in the case of a Registration Default under clause (i) or (ii) of the definition thereof, when the Exchange Offer for such series is completed or when the Shelf Registration Statement covering
such Registrable Notes becomes effective or (2) in the case of a Registration Default under clause (iii) or (iv) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If
at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single
Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. 

Notwithstanding anything to the contrary in this Agreement, if the applicable Exchange Offer with respect to a series of Registrable Notes is
consummated, any Holder who was, at the time such Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its Notes for Exchange Notes in such Exchange Offer will not be entitled to receive any
additional interest pursuant to the preceding paragraph, and such Notes will no longer constitute Registrable Notes hereunder. 
 (e) The
Company shall be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any
other filing with the SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action
(collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or its subsidiaries that may require disclosure
in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business
combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or
suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to
the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). 
 (f) Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its 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 seek to
specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof. 

  
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 3. Registration Procedures. 

(a) In connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall use its commercially reasonable
efforts to: 
 (i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act,
which form (A) shall be selected by the Company, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Notes by the Participating Holders thereof and (C) shall comply as to form in all material respects
with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; and cause such Registration Statement to become effective and remain effective for the
applicable period 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 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 Notes or Exchange Notes; 
 (iii) to the
extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing Prospectus not required
to be filed; 
 (iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial
Purchasers, to counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Notes, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any
amendment or supplement thereto (other than any document that amends and supplements any Prospectus, preliminary prospectus or Free Writing Prospectus because it is incorporated by reference therein), as such Participating Holder, counsel or
Underwriter may reasonably request in writing in order to facilitate the sale or other disposition of the Registrable Notes thereunder; and, subject to Section 3(c) hereof, the Company consents to the use of such Prospectus, preliminary prospectus
or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Notes covered by and
in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; 

(v) register or qualify the Registrable Notes under all applicable state securities or blue sky laws of such jurisdictions of
the United States as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with any filings required to be made with
FINRA; and do any and all other acts and things that may be reasonably necessary to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Notes owned by such Participating Holder; provided that the
Company shall not 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 or (3) subject itself to taxation in any such jurisdiction if it is not already so subject; 

  
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 (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective,
when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) 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, (3) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Notes covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Notes cease to
be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Notes for sale in any U.S. jurisdiction or the initiation of any proceeding for such
purpose, (4) 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 or any Free Writing Prospectus untrue in any material respect
or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (5) of any determination by the Company that a post-effective amendment
to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate; 

(vii) notify counsel for the Initial Purchasers or, in the case of a Shelf Registration, notify each Participating Holder and
counsel for such Participating Holders, of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the
Registration Statement has become effective; 
 (viii) 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) under the Securities Act, including by filing an amendment to such Registration Statement on the proper form, as
soon as reasonably practicable and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution; 

(ix) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, upon request, 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), if such documents are not available via EDGAR; 

(x) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold and not bearing any restrictive legends and enable such Registrable Notes to be issued in such denominations and, in the case of certificated securities, registered in such names
(consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Notes; 

  
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 (xi) upon the occurrence of any event contemplated by Section 3(a)(vi)(4) hereof,
prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing 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 Notes, such Prospectus or Free Writing Prospectus, as the case may be,
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 shall notify the
Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or
any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus
or any Free Writing Prospectus, as the case may be, until the Company has amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; 

(xii) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document to the Representatives and their counsel (and, in the case of a Shelf Registration Statement, to the
Participating Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Representatives or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or
their counsel) available for discussion of such document; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus or a Free Writing Prospectus, of which the Representatives and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been
advised and furnished a copy or to which the Representatives or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object in writing within two Business Days after the
receipt thereof, unless the Company believes that use or filing of such Prospectus, Free Writing Prospectus, or any amendment of or supplement thereto is required by applicable law; 

(xiii) obtain a CUSIP number for all Exchange Notes of each series or Registrable Notes of each series that are registered on a
Shelf Registration Statement, as the case may be, not later than the initial effective date of a Registration Statement; 

(xiv) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange
Notes or Registrable Notes, 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 or 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; 

  
 10 








 (xv) in the case of a Shelf Registration, make available for inspection by a
representative of the Participating Holders (an “Inspector”), any Underwriters participating in any disposition pursuant to such Shelf Registration Statement, one firm of attorneys and one firm of accountants designated by a
majority in aggregate principal amount of the Registrable Notes held by the Participating Holders and one firm of attorneys and one firm of accountants designated by such Underwriters, at reasonable times and in a reasonable manner, all pertinent
financial and other records, documents and properties of the Company and its subsidiaries reasonably requested by any such Inspector, Underwriter, attorney or accountant, and cause the respective officers, directors and employees of the Company to
supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement and customary due diligence related to the offering and sale of Registrable Notes thereunder,
subject to such parties conducting such investigation entering into confidentiality agreements as the Company may reasonably require and to any applicable privilege; 

(xvi) in the case of a Shelf Registration, cause all Registrable Notes covered thereby to be listed on any securities exchange
or any automated quotation system on which similar senior unconvertible debt securities issued by the Company are then listed if requested by the Holders of a majority in principal amount of the Registrable Notes covered by the Shelf Registration
Statement, to the extent such Registrable Notes satisfy applicable listing requirements; 
 (xvii) if reasonably requested by
any Participating Holder, promptly include or incorporate by reference in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included
therein, based upon a reasonable belief that such information is required to be included therein or is necessary to make the information about such Participating Holder not misleading, 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; and 

(xviii) 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 Notes covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Notes; provided
that the Company may, but shall not be required to, undertake an Underwritten Offering for the Registrable Securities. If the Company undertakes an Underwritten Offering, it shall (1) provided that the Participating Holders’ representations
and warranties are of the substance and scope as are customarily made by selling securityholders to underwriters in underwritten offerings, to the extent possible, make such representations and warranties to the Participating Holders and any
Underwriters of such Registrable Notes with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing 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 consistent with the applicable representations and warranties in the Purchase Agreements and confirm the
same if and when requested, (2) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel)
addressed to the Underwriter of Registrable Notes, covering the matters 

  
 11 








 
customarily covered in opinions requested in underwritten offerings and consistent with the opinions delivered pursuant to the Purchase Agreements, provided that, if required by the Underwriter,
counsel for the Participating Holders shall provide an opinion to the Underwriter covering the matters customarily covered in opinions requested from selling securityholders by underwriters in underwritten offerings, in connection with an
Underwritten Offering (3) in connection with an Underwritten Offering, obtain “comfort” letters from the independent registered public accountants of the Company (and, if necessary, any other registered public accountant of any subsidiary
of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to the Underwriter of Registrable Notes, 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, Prospectus or
Free Writing Prospectus and (4) in connection with an Underwritten Offering, 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 made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement. 

(b) In the case of a Shelf Registration Statement, the Company may require, as a condition to including such Holder’s Registrable Notes
in such Shelf Registration Statement, each Holder of Registrable Notes to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Notes and
other documentation necessary to effectuate the proposed disposition as the Company may from time to time reasonably request in writing and require such Holder to agree in writing to be bound by all provisions of this Agreement applicable to such
Holder. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such
Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. 

(c) Each Participating Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3(a)(vi)(2) or Section 3(a)(vi)(4) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Notes pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the
supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(xi) hereof and, if so directed by the Company, such Participating Holder will deliver to the Company all copies in its possession, other than permanent
file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Notes that is current at the time of receipt of such notice. 

(d) If the Company shall give any notice to suspend the disposition of Registrable Notes pursuant to a Registration Statement, the Company
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 Notes shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice that such amendment or supplement is not necessary; provided,
however, that no such extension shall be made in the case where such suspension is solely a result of the Company’s compliance with Section 3(b) or any other suspension at the request of a Holder. 

(e) The Participating Holders who desire to do so may, upon agreement with the Company, sell such Registrable Notes in an Underwritten
Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will 

  
 12 








 
administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Notes included in such offering, subject in each case to consent by the Company (which
shall not be unreasonably withheld or delayed so long as such bank or manager is internationally recognized as a underwriter of debt securities offerings). 

(f) No Holder of Registrable Notes may participate in any Underwritten Offering hereunder unless such Holder (a) agrees to sell such
Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements. 
 4. Participation of
Broker-Dealers in Exchange Offer.  
 (a) The Staff has taken the position that any broker-dealer that receives Exchange Notes
for its own account in an Exchange Offer in exchange for Notes 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 Notes. 

The Company understands that it is the Staff’s position that if the Prospectus contained in an 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 Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes
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 Notes 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 agrees to amend or supplement the 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) hereof), if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Notes by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4 above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4. 
 (c) The Initial Purchasers shall have no liability to the Company or any Holder with
respect to any request that they may make pursuant to Section 4(b) hereof. 
 5. Indemnification and Contribution.  

(a) The Company will indemnify and hold harmless each Initial Purchaser and each Holder, their respective directors, officers and employees,
each person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Initial Purchaser within the meaning of
Rule 405 under the Securities Act, from and against any and all losses, claims, damages and liabilities, joint or several, to which such Initial Purchaser, Holder, director, officer, employee, controlling person or affiliate may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus as amended or 

  
 13 








 
supplemented, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, or arise out of or are based upon the 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, and will
reimburse each such Initial Purchaser, Holder, director, officer, employee, controlling person or affiliate for any legal or other expenses reasonably incurred by such Initial Purchaser, Holder, director, officer, employee, controlling person or
affiliate in connection with investigating or defending any such loss, damage, liability, action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus or
any Issuer Information in reliance upon and in conformity with information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser through the Representatives or by such Holder expressly for use
therein. 
 (b) Each Holder will, severally and not jointly, indemnify and hold harmless the Company, the Initial Purchasers and the other
selling Holders, the directors, officers and employees of the Company and the Initial Purchasers, each Person, if any, who controls the Company, 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) and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act against any losses, claims, damages or liabilities to which the Company, or such Initial Purchaser, other
selling Holder, director, officer, employee, controlling person or affiliate may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus as amended or supplemented or any Free Writing Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Registration Statement, any Prospectus as amended or supplemented or any Free Writing Prospectus in reliance upon and in conformity with written information relating to such Holder furnished to the Company by such Holder;
and each Holder will reimburse the Company and such Initial Purchaser, other selling Holder, director, officer, employee, controlling person and affiliate in connection with investigating, or defending any such loss, damage, liability, action or
claim as such expenses are incurred, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.

 (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party except to the extent such omission materially prejudices the indemnifying party. In case any such action shall be brought against any indemnified party, the
indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. 

  
 14 








 (d) To the extent the indemnification provided for in paragraph (a) or (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein (or actions in respect thereof), 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 benefits received by the
Company from the offering of the Notes or Exchange Notes, on the one hand, and the Holders from receiving Notes or Exchange Notes registered under the Securities Act, on the other. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnifying party failed to give notice required under paragraph (c) of this Section 5, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of the Company 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 on the one hand or such Holder on the other and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
 (e) The Company and the
Holders agree that it would not be just or 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 investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5,
no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Notes or Exchange Notes 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. 

(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, any Person controlling any Initial Purchaser or any Holder or any
affiliate of any Initial Purchaser, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Notes and (iv) any sale of Registrable Notes pursuant to a Shelf
Registration Statement. 
 6. General.  

(a) No Inconsistent Agreements. The Company represents, warrants and agrees that the Company has not entered into, or on or after
the date of this Agreement will not enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof. 

  
 15 








 (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 has obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Notes 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 Notes 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. Each Holder of Registrable Notes outstanding at the time of any such amendment, modification, supplement, waiver or consent thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 6(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Notes or is delivered to such Holder. Each
Holder may waive compliance with respect to any obligation of the Company under this Agreement as it may apply or be enforced by such particular Holder. 

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, or any air 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 Agreements; (ii) if to the Company, initially at the applicable addresses set forth in the Purchase Agreements and thereafter at such other
address(es), 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 Agreements and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited
in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent by facsimile; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. 

(d) Majority of Holders. Whenever an action or determination under this Agreement requires a majority of the aggregate principal
amount of the applicable holders, in determining such majority, if the Company shall issue any Additional Notes (as defined in the Indenture) prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, then such Additional Notes and the Registrable Notes 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
Notes has been obtained. 
 (e) 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 Notes in violation of the terms of the Purchase Agreements or the Indenture. If any transferee of any Holder shall acquire Registrable Notes in any manner, whether by operation of law or otherwise, such Registrable
Notes shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Notes 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 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. 

  
 16 








 (f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company, 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. 
 (g) Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by
telecopy, electronic delivery or otherwise) to the other parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. 

(h) 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. 
 (i) Governing Law. THIS REGISTRATION RIGHTS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (j) 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 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 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. 

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

  

					
	FORTIVE CORPORATION
		
	By:	 	 /s/ James. A. Lico

		 	Name:	 	James A. Lico
		 	Title:	 	President and Chief Executive Officer


 [Signature Page to Registration Rights Agreement] 







 Confirmed and accepted as of the date first above written: 

BARCLAYS CAPITAL INC. 
 GOLDMAN, SACHS & CO. 

MORGAN STANLEY & CO. LLC 
 For themselves and on behalf of
the several Initial Purchasers 
  

					
	BARCLAYS CAPITAL INC.
		
	By	 	 /s/ Pamela Kendall

		 	Name:	 	Pamela Kendall
		 	Title:	 	Director
	
	GOLDMAN, SACHS & CO.
		
	By	 	 /s/ Adam Greene

		 	Name:	 	Adam Greene
		 	Title:	 	Vice President
	
	MORGAN STANLEY & CO. LLC
		
	By	 	 /s/ Yurij Slyz

		 	Name:	 	Yurij Slyz
		 	Title:	 	Executive Director

 [Signature Page to Registration Rights Agreement]