Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Interest" means additional interest payable on the Registrable Securities in accordance with Article 4 hereof upon the occurrence and during the continuance of a Registration Default. Additional Interest shall initially accrue at a rate of 0.25% per annum for the first 90-day period following

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) References herein to "herein," "hereof," "hereby," "hereto," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular section, article, or other subdivision hereof. (b) The section and article headings contained in this Agreement are for convenience of reference only and shall not affect the mea

ARTICLE 2 — REGISTRATION UNDER THE SECURITIES ACT

Section 2.1(a) — Filing of Exchange Offer Registration Statement The Issuers and the Guarantors shall prepare and file with the Commission an Exchange Offer Registration Statement on Form F-4 (or, if Form F-4 is not available to the Issuers, on another appropriate form under the Securities Act) covering the offer to exchange the Initial Notes for an equal aggregate principal amount of Exchange Notes. Such Exchange Of

Section 2.1(b) — Effectiveness Deadline The Issuers shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 365 days after the Closing Date (i.e., on or before May 15, 2026). The Issuers shall promptly notify the Initial Purchasers and each Holder of Registrable Securities upon the Exchange Offer Registration Statement bei

Section 2.1(c) — Consummation of Exchange Offer The Issuers shall consummate the Exchange Offer no later than 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the Commission. The Exchange Offer shall remain open for acceptance for not less than 20 Business Days (or such longer period as may be required by applicable law, including Rule 14e-1 under the Exchang

Section 2.2 — Shelf Registration

Section 2.2(a) — Obligation to File Shelf Registration Statement If any of the following conditions exists, the Issuers and the Guarantors shall file a Shelf Registration Statement with the Commission on Form F-1 (or, if Form F-1 is not available, on another appropriate form under the Securities Act) covering the offer and resale of the Registrable Securities on a continuous or delayed basis pursuant to Rule 415 unde

Section 2.2(b) — Effectiveness Deadline for Shelf Registration Statement The Issuers shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission no later than 90 days after the Shelf Filing Deadline. The Issuers shall promptly notify each Holder of Registrable Securities covered by the Shelf Registration Statement upon such Shelf Registration Statemen

Section 2.2(c) — Shelf Registration Statement to Remain Effective The Issuers shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented, and amended to the extent necessary to ensure that it is available for resales of Registrable Securities, and to ensure that the Prospectus contained therein is current and complies with the requirements of the Securities

Section 2.2(d) — Supplements and Amendments The Issuers shall promptly supplement or amend the Shelf Registration Statement if required by the rules, regulations, or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or if required by the Securities Act, or if reasonably requested by a Holder of Registrable Securities covered thereby, so as to maintain the accur

Section 2.3 — Participating Broker-Dealer Obligations Each Participating Broker-Dealer that receives Exchange Notes for Initial Notes, where such Initial Notes were acquired by such Participating Broker-Dealer as a result of market-making activities or other trading activities (and not directly from the Issuers or any affiliate of the Issuers), acknowledges that it will deliver a Prospectus in connection with any res

ARTICLE 3 — REGISTRATION PROCEDURES

Section 3.1 — General Obligations of the Issuers In connection with any Registration Statement contemplated by this Agreement (whether an Exchange Offer Registration Statement or a Shelf Registration Statement), the Issuers shall comply with the following obligations: (a) Preparation and Filing The Issuers shall prepare and file with the Commission the applicable Registration Statement, including all exhibits, financ

Section 3.2 — Suspension Periods Notwithstanding any other provision of this Agreement, the Issuers may, by written notice (a "Blackout Notice") to each Holder of Registrable Securities and the Initial Purchasers, suspend the use of a Prospectus forming part of any Registration Statement for a period not to exceed 30 consecutive days in any single instance or 60 days in the aggregate during any 365-day period (each s

Section 3.3 — Holder Obligations Each Holder of Registrable Securities shall, as a condition to the inclusion of such Holder's Registrable Securities in any Shelf Registration Statement, furnish to the Issuers in writing such information regarding such Holder and the proposed distribution of such Holder's Registrable Securities as the Issuers may from time to time reasonably request for inclusion in the Shelf Registr

ARTICLE 4 — ADDITIONAL INTEREST

Section 4.1 — Accrual of Additional Interest If a Registration Default occurs, the Issuers shall pay Additional Interest on the Registrable Securities to the Holders thereof. Such Additional Interest shall be in addition to any other interest payable on the Notes under the Indenture (including the base interest rate of 9.375% per annum, payable semi-annually in arrears in installments of $39,843,750 on each of May 1

Section 4.2 — Cessation of Additional Interest Additional Interest on any Registrable Securities shall cease to accrue upon the earliest to occur of the following: (a) the filing with the Commission of the applicable Registration Statement (in the case of a Registration Default arising from a failure to file within the applicable time period specified in Section 2.1(a), Section 2.2(a), or Section 2.2(b)); (b) the eff

Section 4.3 — Payment Mechanics Additional Interest shall be payable in cash, in United States dollars, semi-annually in arrears on each interest payment date under the Indenture (i.e., May 1 and November 1 of each year), to Holders of Registrable Securities of record on the immediately preceding record date established in accordance with the Indenture. Payments of Additional Interest shall be made through Beacon Fid

Section 4.4 — Exclusive Remedy The Additional Interest as set forth in this Article 4 shall be the exclusive monetary remedy of the Holders of Registrable Securities for any Registration Default. The payment of Additional Interest is intended to compensate Holders for the reduction in liquidity of the Registrable Securities resulting from the failure of the Issuers to satisfy their registration obligations hereunder.

ARTICLE 5 — INDEMNIFICATION AND CONTRIBUTION

Section 5.1 — Indemnification by the Issuers and the Guarantors The Issuers and the Guarantors shall, jointly and severally, indemnify and hold harmless each Holder of Registrable Securities that sells or offers to sell Registrable Securities pursuant to any Registration Statement, each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the E

Section 5.2 — Indemnification by Holders Each Holder of Registrable Securities that sells or offers to sell Registrable Securities pursuant to a Registration Statement shall, severally and not jointly, indemnify and hold harmless the Issuers, the Guarantors, the Initial Purchasers, and their respective officers, directors, employees, agents, and counsel, and each Person who controls (within the meaning of Section 15

Section 5.3 — Contribution If the indemnification provided for in Section 5.1 or Section 5.2 is unavailable to an indemnified party or is insufficient to hold such indemnified party harmless for any Losses in respect of which the indemnification provisions of this Article 5 would otherwise apply by their terms, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amoun

Section 5.4 — Notification Obligation Each indemnified party shall give prompt written notice to the indemnifying party of the commencement of any action, suit, proceeding, claim, or investigation (or the threat thereof) with respect to which such indemnified party seeks indemnification or contribution pursuant to this Article 5; provided, however, that the failure to give such notice shall not relieve the indemnifyi

Section 5.5 — Survival The indemnification and contribution obligations set forth in this Article 5 shall survive (i) the Consummation of the Exchange Offer, (ii) the effectiveness of any Shelf Registration Statement, (iii) the sale of all Registrable Securities pursuant to any Registration Statement, (iv) any termination of this Agreement, and (v) any transfer of the Notes. The obligations of the Issuers and the Gua

Section 6.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to any conflicts-of-law principles thereof that would require or permit the application of the laws of another jurisdiction, other than Section 5-1401 of the New York General Obligations Law (which shall apply to this Agreement).

Section 6.2 — Submission to Jurisdiction; Waiver of Jury Trial Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state court of the State of New York or any federal court of the United States of America, in each case sitting in the Borough of Manhattan, City and State of New York, and any appellate court therefrom, in any action, suit, or proceeding arising out of or relat

Section 6.3 — Notices All notices, requests, demands, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by overnight courier (receipt confirmed), or (c) sent by certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address for a party a

Section 6.4 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Issuers may not assign their rights or obligations under this Agreement without the prior written consent of the Majority Holders, except in connection with a merger, consolidation, or sale of all or substantially all of the assets of the I

Section 6.5 — Entire Agreement This Agreement, together with the Purchase Agreement dated May 12, 2025 and the Indenture dated May 15, 2025, constitutes the entire agreement among the parties hereto with respect to the registration of the Notes under the Securities Act and the related rights and obligations set forth herein, and supersedes all prior agreements, understandings, negotiations, and discussions, whether o

Section 6.6 — Amendments and Waivers This Agreement may not be amended, modified, or supplemented except by a written instrument signed by each of the Issuers and the Majority Holders. No provision of this Agreement may be waived except