REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1,
2023, is entered into by and among Avaya Holdings Corp., a Delaware corporation (the“Company”), the beneficial and record holders of Common Stock (as defined below) as of the datehereof, who are deemed parties hereto pursuant to an order of the United States Bankruptcy Court
for the Southern District of Texas confirming the Plan (as hereinafter defined) pursuant to section
1129 of title 11 of the United States Code, 11 U.S.C. §§ 101–1542, and the other Persons who
become signatories hereto following the date hereof (collectively, “Holders”).
WHEREAS, in accordance with the Plan (as hereinafter defined), the Company has agreed
to grant to the Holders the registration rights set forth herein.
NOW, THEREFORE, pursuant to the obligations of the Company and the Holders under
the Plan and in consideration of the premises, mutual covenants and agreements hereinafter
contained, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONSSECTION 1.1 Definitions. In addition to the definitions set forth above, the following
terms, as used herein, have the following meanings:“Affiliate” means, when used with reference to any Person, any Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is under common
control with such specified Person. For purposes of this definition, an “Affiliate” of a Holder shall
include any investment fund, alternative investment vehicle, special purpose vehicle or holding
company that (i) is directly or indirectly managed, advised, sub-advised or controlled by such
Holder or any Affiliate of such Holder, (ii) is managed, advised or sub-advised by the sameinvestment adviser as, or an Affiliate of the investment adviser of, such Holder or (iii) is a party toa derivative or participation transaction with such Holder pursuant to which there is a transfer ofthe economics of ownership of securities to or from such Holder; provided, however, that neither
the Company nor any of its Subsidiaries shall be deemed an Affiliate of any of the Holders (andvice versa).
“Agreement” shall have the meaning set forth in the introductory paragraph hereof.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day other than a Saturday, Sunday or a day on which state orfederally chartered banking institutions in New York City, New York are not required to beopened.
“Commission” means the United States Securities and Exchange Commission.
“Common Stock” means the common stock, par value $0.01 per share, of the Company,
and any shares or capital stock for or into which such common stock hereafter is exchanged,1

converted, reclassified or recapitalized by the Company or pursuant to an agreement to which theCompany is a party.
“Common Stock Equivalents” means, without duplication, Common Stock and any rights,
warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness,or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common
Stock and securities convertible or exchangeable into Common Stock, whether at the time ofissuance or upon the passage of time or the occurrence of some future event.
“Company Initiated Resale Registration” shall have the meaning set forth in SECTION
2.1(a).
“Company Underwriter” shall have the meaning set forth in SECTION 2.1(c).
“Contracting Parties” shall have meaning set forth in SECTION 4.10.
“Demand Registration” shall have the meaning set forth in SECTION 2.1(a).
“Effective Date” shall have the meaning set forth in the Plan.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.
“FINRA” means Financial Industry Regulatory Authority, Inc.
“Governmental Authority” means the government of any nation, state, city, locality orother political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.
“Holder” shall have the meaning set forth in the introductory paragraph hereof, and“Holders” means all Holders, collectively.
“Holders’ Counsel” shall have meaning set forth in SECTION 2.7(a)(i).
“IM Underwriter” shall have meaning set forth in SECTION 2.1(c).
“Incidental Registration” shall have the meaning set forth in SECTION 2.2(a).
“Indemnified Party” shall have meaning set forth in SECTION 2.11(c).
“Indemnifying Party” shall have meaning set forth in SECTION 2.11(c).
“Initiating Demand Holders” shall have the meaning set forth in SECTION 2.1(a).
“IPO” means any of (i) an initial public offering of shares of Common Stock pursuant toan effective registration statement under the Securities Act, (ii) a single transaction or series ofrelated transactions by a merger, acquisition or other business combination involving the Company
and a publicly traded special purpose acquisition company or other similar entity in which a class2

of capital stock of the special purpose acquisition company or other similar entity (or its successor)
is publicly traded on a National Securities Exchange or (iii) any other transaction or series ofrelated transactions following consummation of which the Common Stock is listed and traded on
a National Securities Exchange or an established non-U.S. securities exchange; provided that an
IPO shall not include any issuance of Common Stock solely to existing security holders or
employees or consultants of the Company or its Subsidiaries on Form S-4, Form F-4 or Form S-8(or any successor form adopted by the Commission or any comparable form adopted by any
foreign securities regulators).
“Liability” shall have the meaning set forth in SECTION 2.11(a).
“National Securities Exchange” shall mean the New York Stock Exchange, NYSE
American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq CapitalMarket or another U.S. national securities exchange registered with the Commission.
“Non-Initiating Holders” shall have the meaning set forth in SECTION 2.2(a).
“Non-party Affiliates” shall have meaning set forth in SECTION 4.10.
“Person” means any individual, corporation, company, voluntary association, partnership,
joint venture, limited liability company, trust, estate, unincorporated organization, Governmental
Authority or other entity and shall include any “group” within the meaning of the regulations
promulgated by the Commission under Section 13(d) of the Exchange Act.
“Plan” means the Joint Prepackaged Plan of Reorganization of Avaya Inc. and its Debtor
Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, Case No. 23-90088 (DRJ).
“Prospectus” means the prospectus or prospectuses included in any Registration Statement(including, without limitation, a prospectus that includes any information previously omitted froma prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under
the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the Common Stock
Equivalents covered by such Registration Statement and by all other amendments and supplements
to the prospectus, including post-effective amendments and all material incorporated by referencein such prospectus or prospectuses.
“Records” shall have the meaning set forth in SECTION 2.7(a)(vii).
“Registrable Securities” means any Common Stock (including any issuable or issued upon
exercise, exchange or conversion of any Common Stock Equivalents) at any time owned, either ofrecord or beneficially, by any Holder and any additional securities that may be issued or distributedor be issuable in respect of any Common Stock by way of conversion, dividend, stock-split,
distribution or exchange, merger, consolidation, exchange, recapitalization or reclassification orsimilar transactions; provided that such securities shall cease to be (or shall not be, as applicable)
Registrable Securities if and when (i) the Commission has declared a Registration Statement
covering such securities effective and such securities have been disposed of pursuant to such
effective Registration Statement, (ii) such securities are sold under circumstances in which all of
the applicable conditions of Rule 144 under the Securities Act are met, (iii) such securities become3(or are, as applicable) eligible for sale by the applicable Holder without registration and without
time restrictions, volume restrictions, manner-of-sale restrictions or a current public information
requirement under Rule 144 or (iv) such securities have ceased to be outstanding.
“Registration Statement” means any registration statement of the Company, including theProspectus, amendments and supplements to such registration statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such registration statement.
“Resale Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(d).
“Rule 144” means Rule 144 promulgated under the Securities Act, as amended from time
to time, or any similar successor rule thereto that may be promulgated by the Commission.
“S-1 Initiating Take-Down Holders” shall have the meaning set forth in SECTION 2.5(b).
“S-1 Resale Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(b).
“S-1 Shelf Initiating Holders” shall have the meaning set forth in SECTION 2.5(a).
“S-1 Shelf Registration” shall have the meaning set forth in SECTION 2.5(a).
“S-1 Shelf Registration Statement” shall have the meaning set forth in SECTION 2.5(a).
“S-1 Underwritten Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(b).
“S-3 Initiating Holders” shall have the meaning set forth in SECTION 2.5(c).
“S-3 Initiating Take-Down Holders” shall have the meaning set forth in SECTION 2.5(d).
“S-3 Resale Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(d).
“S-3 Shelf Registration Statement” shall have the meaning set forth in SECTION 2.5(c).
“S-3 Underwritten Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(d).
“Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations promulgated by the Commission thereunder.
“Shelf Registration Statement” shall have the meaning set forth in SECTION 2.5(c).
“Stockholders’ Agreement” means that certain agreement entered into as of May 1, 2023
by and among Avaya Holdings Corp. and Holders of Common Stock.
“Subsidiary” means, with respect to any Person, any other Person, whether incorporated
or unincorporated, in which the Company or any one or more of its other Subsidiaries, directly or
indirectly, owns or controls: (i) fifty percent (50%) or more of the securities or other ownershipinterests, including profits, equity or beneficial interests; or (ii) securities or other interests havingby their terms ordinary voting power to elect more than fifty percent (50%) of the board of directors
or others performing similar functions with respect to such other Person that is not a corporation.
4

“Underwritten Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(d).
“Valid Business Reason” shall have the meaning set forth in SECTION 2.1(b).
ARTICLE IIREGISTRATION RIGHTSSECTION 2.1 Demand Registration Right.
(a)From and after the date of an IPO, at any time the Company does not qualify
for the use of Form S-3 promulgated under the Securities Act (or any successor form to Form S3, or any similar short-form Registration Statement), (i) each Holder or group of Holders ofRegistrable Securities, which collectively hold (together with their Affiliates) Registrable
Securities that constitute, in the aggregate, at least ten percent (10%) of the outstanding Common
Stock (collectively, the “Initiating Demand Holders”), may make a written request (specifying theintended method of disposition, such as an underwritten offering or a block trade, and the amountof Registrable Securities proposed to be sold) that the Company effect, and the Company shall use
its reasonable best efforts to effect, a registration of its Common Stock under the Securities Act (a“Demand Registration”) of all or any requested portion of the Registrable Securities collectively
held by such Holders (subject to SECTION 2.4(a)), provided that the Company shall not be
obligated to effect such registration until after the expiration of any lock-up agreements enteredinto by the Initiating Demand Holders in connection with the IPO or (ii) the Board of Directors
may determine to commence a registration of Registrable Securities held by Holders under the
Securities Act (a “Company Initiated Resale Registration”), and the Company shall use its
reasonable best efforts to effect a registration of Registrable Securities for all Holders that exercise
piggyback registration rights under SECTION 2.2 (subject to SECTION 2.4(a)).
(b)
If the Board of Directors, in its good faith judgment, determines that any
registration of the Registrable Securities pursuant to a Demand Registration or a Company InitiatedResale Registration should not be made or continued because it would materially interfere withany material financing, acquisition, corporate reorganization or merger or other materialtransaction involving the Company (a “Valid Business Reason”), the Company may (i) postpone
filing a Registration Statement relating to a Demand Registration or a Company Initiated Resale
Registration until such Valid Business Reason no longer exists, but in no event for more thanninety (90) days, and (ii) in case a Registration Statement has been filed relating to a Demand
Registration or a Company Initiated Resale Registration, if the Valid Business Reason has not
resulted from actions taken by the Company, the Company, upon the approval of a majority of theBoard of Directors, acting in good faith, (x) may cause such Registration Statement to bewithdrawn and its effectiveness terminated, provided, however, that a new Registration Statement
is filed within ninety (90) days thereafter, or (y) may postpone amending or supplementing such
Registration Statement, but in no event for more than ninety (90) days; provided, however, that if
the registration of Registrable Securities is postponed or withdrawn pursuant to this SECTION
2.1(b), the Company shall not be permitted to register under the Securities Act any Common Stock,other than Common Stock or other equity securities to be issued in connection with an acquisition,
during any such postponement or during the period from such withdrawal to the filing of such newRegistration Statement. The Company shall give written notice of its determination to postpone
or withdraw a Registration Statement and of the fact that the Valid Business Reason for such5

postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof.
Notwithstanding anything to the contrary contained herein, the Company may not postpone orwithdraw a filing or filings under this SECTION 2.1 (i) more than twice in any twelve (12) month
period (except that the Company shall be able to use this right more than twice in any twelve (12)month period if the Company is exercising such right during the fifteen (15) day period prior to
the Company’s regularly scheduled quarterly earnings announcement date and the total number ofdays of postponement in such twelve (12) month period does not exceed one hundred and five(105) days), or (ii) except as contemplated in the parenthetical in (i) immediately above, for morethan ninety (90) days, in the aggregate for all such postponements or withdrawals, in any twelve(12) month period. For the avoidance of doubt, any postponement or withdrawal of a Registration
Statement for a Demand Registration shall result in the related registration of Registrable
Securities not constituting a Demand Registration for purposes of SECTION 2.3 hereof.
(c)
At the request of the Initiating Demand Holders, the Company shall use its
reasonable best efforts to cause a Demand Registration to be in the form of a firm commitment
underwritten offering, provided that the aggregate offering price of the Common Stock to be soldby the Holders in the applicable offering (before deduction of underwriter discounts andcommissions) is reasonably expected to exceed, in the aggregate, $35.0 million. The managing
underwriter or underwriter selected for such offering shall be selected by the Initiating Demand
Holders (the “IM Underwriter”), which must be reasonably acceptable to the Company; provided
that the Initiating Demand Holders may delegate their rights under this sentence to the Board of
Directors. In connection with any Demand Registration under this SECTION 2.1 involving an
underwritten offering, none of the Registrable Securities held by an Initiating Demand Holder
making a request for inclusion of such Registrable Securities shall be included in such underwritten
offering unless such Initiating Demand Holder accepts the terms of the offering as agreed upon by
the Company and the IM Underwriter, such terms to be in an underwriting agreement in customary
form; provided, that the obligation of such Person to indemnify pursuant to any such underwritingarrangements shall be several, not joint and several, among such Persons selling Registrable
Securities, and the liability of each such Person will be in proportion thereto, and provided, further,that such liability will be limited to the net proceeds received by such Person from the sale of his,her or its Registrable Securities pursuant to such registration. In the event that any Company
Initiated Resale Registration is in the form of a firm commitment underwritten offering, themanaging underwriter or underwriter selected for such offering shall be selected by the Company(such managing underwriter or underwriter, or any other managing underwriter or underwriterselected by the Company pursuant to SECTION 2.2(b), the “Company Underwriter”).
SECTION 2.2 Piggyback Registration Right.
(a)Within ten (10) Business Days following receipt by the Company of arequest from the Initiating Demand Holders to effect a Demand Registration, the Company shallgive written notice of such request to each other Holder of Registrable Securities which is known
to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding
Common Stock (the “Non-Initiating Holders”) which shall describe the anticipated filing date, theproposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity
to register their Registrable Securities (an “Incidental Registration”) in such registration.
Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of awritten request to the Company delivered no later than ten (10) Business Days following receipt
6

of notice from the Company, to include all or any portion of their Registrable Securities in such
Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form ofan underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities
included in such Demand Registration pursuant to this SECTION 2.2(a) shall be conditioned uponeach Non-Initiating Holder entering into (together with the Initiating Demand Holders) an
underwriting agreement in customary form with the IM Underwriter on the same terms as theInitiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best
efforts (within ten (10) Business Days of the notice provided for above) to cause the IM
Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to
include their Registrable Securities in such offering on the same terms and conditions as theRegistrable Securities being sold for the account of the Initiating Demand Holders.
(b)
In connection with any Company Initiated Resale Registration or any otherregistration by the Company after the IPO, whether for its own account or for the benefit of any
Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto),
the Company shall give written notice to each Holder of Registrable Securities which is known to
the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding
Common Stock, at least twenty (20) Business Days prior to the proposed filing date of theRegistration Statement. Following the receipt of such notice, each Holder shall be entitled, by
delivery of a written request to the Company delivered no later than ten (10) Business Days
following receipt of notice from the Company, to include all or any portion of its Registrable
Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have
Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be
conditioned (if an underwritten offering) upon each Holder entering into (together with theCompany) an underwriting agreement in customary form with the Company Underwriter. Subject
to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Daysof the notice provided for above) to cause the Company Underwriter to permit the Holders toparticipate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities
in such offering on the same terms and conditions as the Common Stock Equivalents being soldfor the account of the Company or any other Holder; provided, that the obligation of such Person
to indemnify pursuant to any such underwriting arrangements shall be several, not joint andseveral, among such Persons selling Registrable Securities, and the liability of each such Person
will be in proportion thereto, and provided, further, that such liability will be limited to the net
proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant tosuch registration.
SECTION 2.3 Effective Demand Registration. The Company shall use its reasonable best
efforts to file a Registration Statement relating to a Demand Registration or a Company InitiatedResale Registration as soon as practicable and, in any event, within sixty (60) days after receivinga request under SECTION 2.1(a) hereof or the Board of Directors making a determination under
SECTION 2.1(a) and the Company shall use reasonable best efforts to cause the same to be
declared effective by the Commission as promptly as practicable after such filing and to remain
effective for the lesser of (i) the period during which all Registrable Securities registered in the
Demand Registration are sold and (ii) one hundred and eighty (180) days, provided, however, thata registration shall not constitute a Demand Registration if (x) after such Demand Registration has
become effective, such registration or the related offer, sale or distribution of Registrable Securities
thereunder is interfered with by any stop order, injunction or other order or requirement of the7Commission or other Governmental Authority for any reason not materially attributable to any of
the Initiating Demand Holders and such interference is not thereafter eliminated or (y) the
conditions specified in the underwriting agreement, if any, entered into in connection with such
Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating
Demand Holders. Subject to the exceptions described in SECTION 2.1, SECTION 2.5 and thisSECTION 2.3, the Company shall not be required to effect more than an aggregate of three (3)Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided,
however, that a Demand Registration shall not be counted for such purpose unless the applicable
Registration Statement has become effective and at least fifty percent (50%) of the Registrable
Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) to beregistered in such Demand Registration (and Incidental Registration, if applicable) have been sold.
SECTION 2.4 Cutback.
(a)(i)
With respect to any Demand Registration for an underwritten
offering, any Company Initiated Resale Registration for an underwritten offering,
any Underwritten Shelf Take-Down, in each case that does not include Common
Stock Equivalents being sold for the account of the Company, or any otherregistration for an underwritten offering that does not include Common Stock
Equivalents being sold for the account of the Company, if the IM Underwriter orCompany Underwriter, as applicable, advises the Company in its good faith opinion
that the amount of Registrable Securities requested to be included in suchregistration, including Registrable Securities requested to be included pursuant to
SECTION 2.2, exceeds the amount which can be sold in such offering without
adversely affecting the distribution of the Registrable Securities being offered, thenthe Company will reduce the Registrable Securities to be included in such offering
pro rata based on the amount of Common Stock owned by each Holder requesting
to include Registrable Securities in such registration under any of SECTION 2.1,
SECTION 2.2 or SECTION 2.5.
(ii)
With respect to any Demand Registration for an underwritten
offering, any Company Initiated Resale Registration for an underwritten offeringor any Underwritten Shelf Take-Down that does include Common Stock
Equivalents being sold for the account of the Company, if the IM Underwriter orCompany Underwriter, as applicable, advises the Company in its good faith opinion
that the amount of Common Stock Equivalents being sold for the account of theCompany together with the Registrable Securities requested by the Holders to be
included in such registration, including Registrable Securities requested to be
included pursuant to SECTION 2.2, exceeds the amount which can be sold in suchoffering without adversely affecting the distribution of the Common Stock
Equivalents and Registrable Securities being offered, then the Company will reduce
the Common Stock Equivalents and Registrable Securities to be included in suchoffering by (i) first only including the total number of Registrable Securities of theHolders in such offering with each such Holder entitled to include its pro rata sharebased on the number of shares of Common Stock that are owned by such Holder
8and constitute Registrable Securities and (ii) second, to the extent that all
Registrable Securities of the Holders can be included, then only including the total
number of Common Stock Equivalents being sold for the account of the Company(in addition to all such Registrable Securities being sold by Holders) that theCompany so determines can be included.
(b)
If the Company Underwriter advises the Company in its good faith opinion
that the amount of Common Stock Equivalents being sold for the account of the Company together
with the Registrable Securities requested to be included in an underwritten offering contemplated
by SECTION 2.2(b) (other than a registration subject to SECTION 2.4(a)) exceeds the amountwhich can be sold in such offering without adversely affecting the distribution of the Common
Stock Equivalents and Registrable Securities being offered, then the Company will reduce theCommon Stock Equivalents and Registrable Securities to be included in such offering by (i) first
only including the Common Stock Equivalents (or portion thereof) being sold for the account of
the Company that the Company so determines can be included and (ii) second, to the extent that
all Common Stock Equivalents being sold for the account of the Company can be included, then
only including the total number of Registrable Securities of the Holders in such offering as theCompany so determines can be included (in addition to all such Common Stock Equivalents being
sold for the account of the Company) with each such Holder entitled to include its pro rata sharebased on the number of shares of Common Stock that are owned by such Holder and constitute
Registrable Securities.
SECTION 2.5 Shelf Registration.
(a)
S-1 Shelf Registrations. From and after the date of an IPO, at any time theCompany does not qualify for the use of Form S-3 promulgated under the Securities Act (or any
successor form to Form S-3, or any similar short-form Registration Statement), upon receipt of awritten request from any Holder or group of Holders of Registrable Securities, which collectively
hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at leastten percent (10%) of the outstanding Common Stock (the “S-1 Shelf Initiating Holders”) that theCompany file a Shelf Registration Statement on Form S-1 for an offering on a delayed orcontinuous basis pursuant to Rule 415 under the Securities Act (an “S-1 Shelf Registration
Statement”) covering the resale of all or a portion of the Registrable Securities owned by such S1 Shelf Initiating Holders (an “S-1 Shelf Registration”), the Company shall give written notice ofsuch request to each other Holder of Registrable Securities which is known to the Company tohold (together with its Affiliates) at least one percent (1%) of the outstanding Common Stock at
least twenty (20) Business Days before the anticipated filing date of such Form S-1, and such
notice shall describe the proposed registration and offer such other Holders the opportunity toregister all or any portion of their Registrable Securities as each other Holder may elect, by written
notice given to the Company within ten (10) Business Days after their receipt from the Companyof the written notice of such S-1 Shelf Registration, provided that the Company shall not be
obligated to effect such registration until after the expiration of any lock-up agreements enteredinto by the S-1 Shelf Initiating Holders in connection with the IPO. The Company shall include
in such registration all Registrable Securities that the S-1 Shelf Initiating Holders requested toinclude, and shall use its reasonable best efforts to (x) file such S-1 Shelf Registration Statement
as soon as practicable and, in any event, within sixty (60) days after receiving a request under thisSECTION 2.5(a) and cause such S-1 Shelf Registration Statement to become effective as soon as
9practicable after such filing and remain effective for the earlier of (i) the time at which all
Registrable Securities registered in such S-1 Shelf Registration Statement are sold and (ii) the
effectiveness of an S-3 Shelf Registration Statement that includes all Registrable Securities that
had previously been registered under such S-1 Shelf Registration Statement and remain unsold,and (y) include in such registration all Registrable Securities requested to be included by the other
Holders (other than the S-1 Shelf Initiating Holders) who have timely elected to participate in such
Shelf Registration Statement, on the same terms and conditions as the Registrable Securities of the
S-1 Shelf Initiating Holders.
(b)
S-1 Shelf Take-Downs. Following the effectiveness of an S-1 Shelf
Registration Statement, any Holder or group of Holders whose Registrable Securities are included
on such Shelf Registration Statement and which collectively hold (together with their Affiliates)
Registrable Securities that constitute, in the aggregate, at least ten percent (10%) of the outstanding
Common Stock (the “S-1 Initiating Take-Down Holders”) may request that the Company engage
in an underwritten resale of Registrable Securities pursuant to such S-1 Shelf Registration
Statement (an “S-1 Underwritten Shelf Take-Down”) or prepare a prospectus supplement for a
non-underwritten resale pursuant to such S-1 Shelf Registration Statement (an “S-1 Resale Shelf
Take-Down”); provided that any “block trade” under an S-1 Shelf Registration Statement shall beconsidered an S-1 Resale Shelf Take-Down. The Company shall give prompt notice to each noninitiating Holder of Registrable Securities that is known to the Company to hold (together with its
Affiliates) at least one percent (1%) of the outstanding Common Stock (if such Holder’sRegistrable Securities are included in the S-1 Shelf Registration Statement) of the receipt of arequest from the S-1 Initiating Take-Down Holders of a proposed S-1 Underwritten Shelf TakeDown under and pursuant to the S-1 Shelf Registration Statement and, notwithstanding anything
to the contrary contained herein, will provide such other Holders a period of five (5) Business Days
to participate in such S-1 Underwritten Shelf Take-Down, subject to the terms negotiated by andapplicable to the S-1 Initiating Take-Down Holders and subject to “cutback” limitations set forthin SECTION 2.4. All such Holders electing to be included in an S-1 Underwritten Shelf TakeDown must sell their Registrable Securities on the same terms and conditions as the Registrable
Securities being sold for the account of the S-1 Initiating Take-Down Holders; provided that the
obligation of such Person to indemnify pursuant to any such underwriting arrangements shall beseveral, not joint and several, among such Persons selling Registrable Securities, and the liabilityof each such Person will be in proportion thereto, and provided, further, that such liability will belimited to the net proceeds (after deducting for underwriting discounts and commissions) received
by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.
The Company shall not be required to effect more than three (3) S-1 Underwritten Shelf TakeDowns in any twelve (12) month period; provided, however, that an S-1 Underwritten Shelf TakeDown shall not be counted for such purpose unless at least fifty percent (50%) of the Registrable
Securities requested by the S-1 Initiating Take-Down Holders and all other Holders timely andvalidly requesting to include Registrable Securities in such S-1 Underwritten Shelf Take-Down
have been sold.
(c)
S-3 Shelf Registrations. If at such time the Company qualifies for the useof Form S-3 promulgated under the Securities Act (or any successor form to Form S-3, or any
similar short-form Registration Statement) (an “S-3 Shelf Registration Statement,” and together
with an S-1 Shelf Registration Statement, a “Shelf Registration Statement”), upon receipt of awritten request from any Holder or group of Holders of Registrable Securities, which collectively
10hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least
five percent (5%) of the outstanding Common Stock (the “S-3 Initiating Holders”) that theCompany file a Shelf Registration Statement covering the resale of all or a portion of theRegistrable Securities owned by such S-3 Initiating Holder, the Company shall give written noticeof such request to each other Holder of Registrable Securities which is known to the Company tohold (together with its Affiliates) at least one percent (1%) of the outstanding Common Stock at
least twenty (20) Business Days before the anticipated filing date of such Form S-3, and such
notice shall describe the proposed registration and offer such other Holders the opportunity toregister all or any portion of their Registrable Securities as each other Holder may request in
writing to the Company, given within ten (10) Business Days after their receipt from the Companyof the written notice of such registration. If requested by the S-3 Initiating Holders, such S-3 Shelf
Registration Statement shall be for an offering on a delayed or continuous basis pursuant to Rule
415 under the Securities Act. The Company shall use its reasonable best efforts to (x) file such
S-3 Shelf Registration Statement as soon as practicable and, in any event, within forty five (45)days after receiving a request under this SECTION 2.5(c) and cause such S-3 Shelf Registration
Statement to become effective and remain effective until such time at which all Registrable
Securities registered in such S-3 Shelf Registration Statement are sold, and (y) include in suchregistration the Registrable Securities of the other Holders (other than the S-3 Initiating Holders)
who have requested in writing to participate in such S-3 Shelf Registration Statement on the sameterms and conditions as the Registrable Securities of the S-3 Initiating Holders.
(d)
S-3 Shelf Take-Downs. Following the effectiveness of an S-3 Shelf
Registration Statement, any Holder or group of Holders whose Registrable Securities are included
on such S-3 Shelf Registration Statement and which collectively hold (together with their
Affiliates) Registrable Securities that constitute, in the aggregate, at least five percent (5%) of theoutstanding Common Stock (the “S-3 Initiating Take-Down Holders”) may request that theCompany engage in an underwritten resale of Registrable Securities pursuant to such S-3 Shelf
Registration Statement (an “S-3 Underwritten Shelf Take-Down,” and together with an S-1
Underwritten Shelf Take-Down, an “Underwritten Shelf Take-Down”) or prepare a prospectus
supplement for a non-underwritten resale pursuant to such S-3 Shelf Registration Statement (an“S-3 Resale Shelf Take-Down,” and together with an “S-1 Resale Shelf Take-Down,” a “Resale
Shelf Take-Down”); provided that any “block trade” under an S-3 Shelf Registration Statement
shall be considered an S-3 Resale Shelf Take-Down. The Company shall give prompt notice toeach non-initiating Holder of Registrable Securities that is known to the Company to hold (together
with its Affiliates) at least one percent (1%) of the outstanding Common Stock (if such Holder’sRegistrable Securities are included in the S-3 Shelf Registration Statement) of the receipt of arequest from the S-3 Initiating Take-Down Holders of a proposed S-3 Underwritten Shelf TakeDown under and pursuant to the S-3 Shelf Registration Statement and, notwithstanding anything
to the contrary contained herein, will provide such other Holders a period of five (5) Business Days
to participate in such S-3 Underwritten Shelf Take-Down, subject to the terms negotiated by andapplicable to the S-3 Initiating Take-Down Holders and subject to “cutback” limitations set forthin SECTION 2.4. All such Holders electing to be included in an S-3 Underwritten Shelf TakeDown must sell their Registrable Securities on the same terms and conditions as the Registrable
Securities being sold for the accounts of the S-3 Initiating Take-Down Holders; provided that the
obligation of such Person to indemnify pursuant to any such underwriting arrangements shall beseveral, not joint and several, among such Persons selling Registrable Securities, and the liabilityof each such Person will be in proportion thereto, and provided, further, that such liability will be
11limited to the net proceeds (after deducting for underwriting discounts and commissions) received
by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.
The Company shall not be required to effect more than three (3) S-3 Underwritten Shelf TakeDowns in any twelve (12) month period; provided, however, that an S-3 Underwritten Shelf TakeDown shall not be counted for such purpose unless at least fifty percent (50%) of the Registrable
Securities requested by the S-3 Initiating Take-Down Holders and all other Holders timely andvalidly requesting to include Registrable Securities in such S-3 Underwritten Shelf Take-Down
have been sold.
(e)
Delay of Shelf Registration or Shelf Take-Down. If the Board of
Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration
Statement or prospectus supplement relating to a Shelf Registration Statement, Underwritten
Shelf Take-Down or Resale Shelf Take-Down until such Valid Business Reason no longer exists,
but in no event for more than seventy five (75) days, and (y) in case a Registration Statement orprospectus supplement has been filed relating to a Shelf Registration Statement, Underwritten
Shelf Take-Down or Resale Shelf Take-Down, if the Valid Business Reason has not resulted
from actions taken by the Company, the Company, upon the approval of a majority of the Boardof Directors acting in good faith, may cause the applicable Registration Statement to bewithdrawn and its effectiveness terminated, provided, however, that a new Registration
Statement (and prospectus supplement, if applicable) is filed within seventy five (75) days
thereafter, or may postpone amending or supplementing such Registration Statement orprospectus supplement, but in no event for more than seventy five (75) days; provided, however,that if the registration of Registrable Securities is postponed or withdrawn pursuant to thisSECTION 2.5(e), the Company shall not be permitted to register under the Securities Act any
Common Stock, other than shares of Common Stock or other equity securities to be issued inconnection with an acquisition, during any such postponement or during the period from suchwithdrawal to the filing of such new Registration Statement. The Company shall give written
notice to the Holders of its determination to postpone or withdraw a Registration Statement andof the fact that the Valid Business Reason for such postponement or withdrawal no longer exists,
in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary
contained herein, the Company may not postpone or withdraw a filing due to a Valid Business
Reason (i) more than twice in any twelve (12) month period (except that the Company shall beable to use this right more than twice in any twelve (12) month period if the Company is
exercising such right during the fifteen (15) day period prior to the Company’s regularlyscheduled quarterly earnings announcement date and the total number of days of postponementin such twelve (12) month period does not exceed ninety (90) days), or (ii) except ascontemplated in the parenthetical in (i) immediately above, for more than seventy five (75) days,in the aggregate for all such postponements or withdrawals, in any twelve (12) month period.
The Company shall not be required to effect any registration pursuant to SECTION 2.5, (i)during a period which the Company is restricted from effecting any public sale or distribution of
any of its securities, or any securities convertible into or exchangeable or exercisable for suchsecurities pursuant to SECTION 2.6(b) hereto, solely if and to the extent requested by the
managing underwriter in the applicable offering, (ii) if Form S-1 is not available for suchoffering by the S-1 Shelf Initiating Holders or the S-1 Initiating Take-Down Holders, asapplicable or (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or
the S-3 Initiating Take-Down Holders, as applicable.

12

SECTION 2.6 Lock-Up Agreement.
(a)(i) In connection with an IPO, and upon the request of the managing
underwriter in such offering, each Holder agrees; and (ii) in connection with any underwritten
public offering of Registrable Securities (including an Underwritten Shelf Take-Down) pursuant
to this Agreement after the IPO, and upon the request of the managing underwriter in such offering,each Holder who is participating in such offering agrees that: such Holder shall not, without theprior written consent of such managing underwriter, during (A) in the case of the IPO, the one
hundred and eighty (180) day period beginning on the effective date of the Registration Statement
for the IPO or (B) in the case of such underwritten public offering of Registrable Securities after
the IPO, the ninety (90) day period or such lesser period as the managing underwriter may agree,
beginning on the effective date of the applicable Registration Statement, (I) offer, pledge, sell,contract to sell, grant any option or contract to purchase, purchase any option or contract to sell,hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Registrable
Securities or of any securities convertible into or exchangeable or exercisable for such Registrable
Securities, or (II) enter into any swap or other arrangement that transfers to another, in whole or inpart, any of the economic consequences of ownership of such securities, whether any suchtransaction described in clause (I) or (II) above is to be settled by delivery of Registrable Securities,
in cash or otherwise. The foregoing provisions of this SECTION 2.6(a) shall be applicable to theHolders only if all officers and directors of the Company are subject to the same restrictions. Each
Holder agrees to execute and deliver such other agreements as may be reasonably requested by theCompany or the managing underwriter which are consistent with the foregoing or which arenecessary to give further effect thereto. Notwithstanding anything to the contrary contained in thisSECTION 2.6(a), each Holder shall be released, pro rata, from any lock-up agreement entered into
pursuant to this SECTION 2.6(a) in the event and to the extent that the managing underwriter or
the Company permit any discretionary waiver or termination of the restrictions of any lock-up
agreement pertaining to any officer or director.
(b)
The Company agrees not to effect any public sale or distribution of any of
its securities, or any securities convertible into or exchangeable or exercisable for such securities(except (i) pursuant to registrations on Form S-4 or S-8 or any successor thereto, or (ii) inconnection with any dividend or distribution reinvestment or similar plan), if and to the extent
requested by the managing underwriter in the applicable offering, (A) in the case of the IPO, during
the one hundred and eighty (180) day period beginning on the effective date of the Registration
Statement for the IPO or (B) in the case of any underwritten public offering of Registrable
Securities after the IPO, during the ninety (90) day period beginning on the effective date of theapplicable Registration Statement, in each case except as part of such registration.
SECTION 2.7 Registration Procedures(a)
Whenever registration of Registrable Securities has been requested pursuant
to SECTION 2.1, SECTION 2.2 or SECTION 2.5, the Company shall use its reasonable best
efforts to effect the registration and sale of such Registrable Securities in accordance with theintended method of distribution thereof as quickly as practicable, and in connection with any such
request, the Company shall, as expeditiously as possible:

13

(i)
prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of such
Registrable Securities in accordance with the intended method of distribution
thereof, and cause such Registration Statement to become effective; provided,
however, that (x) before filing a Registration Statement or prospectus or any
amendments or supplements thereto, the Company shall provide one legal counsel
selected by Holders of a majority of the Common Stock to be included in such
Registration Statement (“Holders’ Counsel”) with an adequate and appropriate
opportunity to review and comment on such Registration Statement and eachprospectus included therein (and each amendment or supplement thereto) to be filedwith the Commission, subject to such documents being under the Company’scontrol, and (y) the Company shall promptly notify the Holders’ Counsel and eachseller of Registrable Securities of any stop order issued or threatened by theCommission and promptly take all action required to prevent the entry of such stoporder or to remove it if entered;(ii)
prepare and file with the Commission such amendments andsupplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for thelesser of (x) one hundred and eighty (180) days and (y) such shorter period which
will terminate when all Registrable Securities covered by such Registration
Statement have been sold; provided, however, that if the S-1 Shelf Initiating
Holders or S-3 Initiating Holders, as applicable, have requested that a Shelf
Registration Statement be for an offering on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act, then the Company shall keep such Shelf
Registration Statement effective until all Registrable Securities covered by such
Shelf Registration Statement have been sold; and shall comply with the provisionsof the Securities Act with respect to the disposition of all securities covered by such
Shelf Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Shelf Registration
Statement;(iii)
furnish to each seller of Registrable Securities, prior to filing a
Registration Statement, a reasonable number of copies of such Registration
Statement as is proposed to be filed, and thereafter such number of copies of such
Registration Statement, each amendment and supplement thereto (in each case,including all exhibits thereto), and the prospectus included in such Registration
Statement (including each preliminary prospectus) and any prospectus filed under
Rule 424 under the Securities Act as each such seller may reasonably request inorder to facilitate the disposition of the Registrable Securities owned by such seller;(iv)
register or qualify such Registrable Securities under such othersecurities or “blue sky” laws of such jurisdictions as any seller of Registrable
Securities may request, and to continue such qualification in effect in suchjurisdiction for as long as permissible pursuant to the laws of such jurisdiction, orfor as long as any such seller requests or until all of such Registrable Securities are14

sold, whichever is shortest, and do any and all other acts and things which may bereasonably necessary or advisable to enable any such seller to consummate thedisposition in such jurisdictions of the Registrable Securities owned by such seller;
provided, however, that the Company shall not be required to (x) qualify generally
to do business in any jurisdiction where it would not otherwise be required toqualify but for this SECTION 2.7(a)(iv), (y) subject itself to taxation in any suchjurisdiction or (z) consent to general service of process in any such jurisdiction;(v)
notify each seller of Registrable Securities at any time when aprospectus relating thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event as a result of which, theprospectus included in such Registration Statement contains an untrue statement ofa material fact or omits to state any material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances under which
they were made, not misleading and the Company shall promptly prepare a
supplement or amendment to such prospectus and furnish to each seller ofRegistrable Securities a reasonable number of copies of such supplement to or anamendment of such prospectus as may be necessary so that, after delivery to thepurchasers of such Registrable Securities, such prospectus shall not contain an
untrue statement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading;(vi)
enter into and perform customary agreements (including an
underwriting agreement in customary form with the relevant underwriter) and takesuch other actions as are prudent and reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities, including causing its
officers to participate in “road shows” and other information meetings organizedby the relevant underwriter, with all out-of-pocket costs and expenses incurred by
the Company or such officers in connection with such attendance to be paid by theCompany;(vii) upon execution of confidentiality agreements in form and substancereasonably satisfactory to the Company, which shall be consistent with the due
diligence and disclosure obligations under securities laws applicable to theCompany and the Holders, make available at reasonable times for inspection by
any managing underwriter participating in any disposition of such Registrable
Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney,accountant or other agent retained by any managing underwriter, all financial andother records, pertinent corporate documents and properties of the Company and
its Subsidiaries (collectively, the “Records”) as shall be reasonably necessary toenable them to exercise their due diligence responsibility, and cause the Company’s
and its Subsidiaries’ officers, directors and employees, and the independent public
accountants of the Company, to supply all information reasonably requested by any
such Person in connection with such Registration Statement;15

(viii) if such sale is pursuant to an underwritten offering, obtain comfort
letters dated the effective date of the Registration Statement and the date of theclosing under the underwriting agreement from the Company’s independent public
accountants in customary form and covering such matters of the type customarily
covered by comfort letters as Holders’ Counsel or the managing underwriterreasonably requests;(ix)
furnish, at the request of any seller of Registrable Securities on thedate such securities are delivered to the underwriters for sale pursuant to suchregistration or, if such securities are not being sold through underwriters, on thedate the Registration Statement with respect to such securities becomes effective,
opinion letters and (in the case of an underwritten offering) negative assurance
letters, dated such date, of counsel representing the Company for the purposes ofsuch registration, addressed to the underwriters, if any, to the seller making such
request, or the transfer agent, as applicable, covering such legal matters with respect
to the registration in respect of which such opinion letters and negative assurance
letters are being given as the underwriters, if any, such seller or the transfer agent
may reasonably request and are customarily included in opinion letters or negative
assurance letters in offerings of that type;(x)
comply with all applicable rules and regulations of the Commission,and make generally available to its security holders, as soon as reasonably
practicable but no later than fifteen (15) months after the effective date of theRegistration Statement, an earnings statement covering a period of twelve (12)months beginning after the effective date of the Registration Statement, in a manner
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;(xi)
cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed
provided that the applicable listing requirements are satisfied;(xii) keep Holders’ Counsel advised as to the initiation and progress ofany registration under SECTION 2.1, SECTION 2.2 or SECTION 2.5 hereunder;(xiii) cooperate, in a commercially reasonable manner, with each seller ofRegistrable Securities and each underwriter participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings
required to be made with the FINRA; and(xiv) take all other steps reasonably necessary to effect the registration of
the Registrable Securities contemplated hereby.
SECTION 2.8 Seller Information. The Company may require each seller of Registrable
Securities as to which any registration is being effected to furnish, and such seller shall furnish, to
the Company such information regarding the distribution of such securities as the Company may

16

from time to time reasonably request in writing, as a condition to including such Registrable
Securities in such Registration Statement.
SECTION 2.9 Notice to Discontinue. Each Holder agrees that, upon receipt of any noticefrom the Company of the happening of any event of the kind described in SECTION 2.7(a)(v),such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to theRegistration Statement covering such Registrable Securities until such Holders’ receipt of thecopies of the supplemented or amended prospectus contemplated by SECTION 2.7(a)(v) and, if
so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies then in such Holders’ possession, of the prospectus
covering such Registrable Securities which is current at the time of receipt of such notice. If theCompany shall give any such notice, the Company shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement (including theperiod referred to in SECTION 2.7(a)(ii)) by the number of days during the period from andincluding the date of the giving of such notice pursuant to SECTION 2.7(a)(v) to and including
the date when sellers of such Registrable Securities under such Registration Statement shall havereceived the copies of the supplemented or amended prospectus contemplated by and meeting therequirements of SECTION 2.7(a)(v).
SECTION 2.10
Registration Expenses. The Company shall pay all expenses arisingfrom or incident to its performance of, or compliance with, this Agreement, including (i)Commission, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses
incurred in complying with securities or “blue sky” laws (including reasonable fees, charges anddisbursements of counsel to any underwriter incurred in connection with “blue sky” qualificationsof the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing,messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company
and of its independent public accountants and any other accounting fees, charges and expenses
incurred by the Company (including any expenses arising from any comfort letters or any special
audits incident to or required by any registration or qualification) and the reasonable legal fees,
charges and expenses of Holders’ Counsel, (v) all fees and disbursements of underwriters
customarily paid by the issuer of securities (excluding brokers’ commissions or underwriting
discounts and commissions and transfer taxes, if any), and fees and disbursements of counsel tounderwriters, (vi) all fees and expenses incurred in connection with the listing of the shares ofCommon Stock on any securities exchange and all rating agency fees, (vii) for any Holders
participating in any registration, any other reasonable expenses customarily paid by the issuers of
securities, including reasonable and documented legal fees and expenses for such necessary local
counsels for such Holders and (viii) any liability insurance or other premiums for insurance
obtained in connection with any registration pursuant to the terms of this Agreement, regardlessof whether any Registration Statement is declared effective. The holder of Registrable Securities
sold pursuant to a Registration Statement shall bear the expense of any brokers’ commissions orunderwriting discounts or commissions and transfer taxes relating to registration and sale of such
Holders’ Registrable Securities.
SECTION 2.11

Indemnification; Contribution.

(a)Indemnification by the Company. The Company shall indemnify and holdharmless each Holder, its partners, directors, officers, Affiliates and each Person who controls
17

(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Holder from and against any and all claims, liabilities, damages, losses, costs and expenses(including amounts paid in satisfaction of judgments, in compromises and settlements, as fines andpenalties and legal or other costs and reasonable expenses of investigating or defending against
any claim or alleged claim) (each, a “Liability” and collectively, “Liabilities”), arising out of orbased upon any untrue, or allegedly untrue, statement of a material fact contained in any
Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if theCompany shall have furnished any amendments or supplements thereto) or arising out of or based
upon any omission or alleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading (or in the case of any prospectus, inlight of the circumstances such statements were made), except insofar as such Liability arises outof or is based upon any untrue statement or alleged untrue statement or omission or allegedomission contained in such Registration Statement, preliminary prospectus or final prospectus inreliance and in conformity with information concerning any Holder furnished in writing to theCompany by such Holder expressly for use therein, including the information furnished to theCompany pursuant to SECTION 2.11(b). The Company shall also provide customary indemnities
to any underwriters of the Registrable Securities, their officers, directors and employees and each
Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the same extent as provided above with respect to theindemnification of the Holders.
(b)Indemnification by the Holders. In connection with any Registration
Statement in which any Holder is participating pursuant to SECTION 2.1, SECTION 2.2 or
SECTION 2.5 hereof, each Holder shall promptly furnish to the Company in writing suchinformation with respect to such Holder as the Company may reasonably request or as may berequired by law for use in connection with any such Registration Statement or prospectus and all
information required to be disclosed in order to make the information previously furnished to theCompany by such Holder not materially misleading or necessary to cause such Registration
Statement not to omit a material fact with respect to such Holder necessary in order to make thestatements therein not misleading. Each Holder agrees to indemnify and hold harmless theCompany, its partners, directors, officers, Affiliates, any underwriter retained by the Company andeach Person who controls the Company or such underwriter (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) from and against any and all Liabilities
arising out of or based upon any untrue, or allegedly untrue, statement of a material fact containedin any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) or arising out of orbased upon any omission or alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading (or in the case of any
prospectus, in light of the circumstances such statements were made), but if and only to the extent
that such Liability arises out of or is based upon any untrue statement or omission or alleged untrue
statement or alleged omission contained in such Registration Statement, preliminary prospectus or
final prospectus in reliance and in conformity with information concerning such Holder furnishedin writing (including by email) by such Holder expressly for use therein and has not been corrected
in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the
Person asserting such loss, claim, damage, liability or expense, provided, however, that the total
amount to be indemnified by each Holder pursuant to this SECTION 2.11(b) shall be limited tosuch Holders’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and18

commissions) received by such Holder in the offering to which the Registration Statement orprospectus relates.
(c)Conduct of Indemnification Proceedings.
Any Person entitled toindemnification under this SECTION 2.11 (the “Indemnified Party”) agrees to give prompt (butin any event within 30 days after such Person has actual knowledge of the facts constituting thebasis for indemnification) written notice to the indemnifying party (the “Indemnifying Party”) after
the receipt by the Indemnified Party of any written notice of the commencement of any action,
suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party
intends to claim indemnification or contribution pursuant to this Agreement; provided, however,that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any
Liability that it may have to the Indemnified Party hereunder (except to the extent that theIndemnifying Party is prejudiced or otherwise forfeits substantive rights or defenses by reason ofsuch failure). If notice of commencement of any such action is given to the Indemnifying Party
as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it
may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense ofsuch action at its own expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel shallbe paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the
Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory
to the Indemnified Party or (iii) the named parties to any such action (including any impleaded
parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party
has been advised by such counsel that either (x) representation of such Indemnified Party and theIndemnifying Party by the same counsel would be inappropriate under applicable standards ofprofessional conduct or (y) there may be one or more legal defenses available to the Indemnified
Party which are different from or additional to those available to the Indemnifying Party. In anyof such cases, the Indemnifying Party shall not have the right to assume the defense of such action
on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party
shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any
settlement entered into without its written consent (such consent not to be unreasonably withheld
or delayed). No Indemnifying Party shall, without the consent of such Indemnified Party, effectany settlement of any pending or threatened proceeding in respect of which such Indemnified Party
is a party and indemnity has been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all liability for claims
that are the subject matter of such proceeding.
(d)Contribution. If the indemnification provided for in this SECTION 2.11
from the Indemnifying Party is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party hereunder in respect of any Liabilities referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Liabilities in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party on the one hand and Indemnified
Party on the other in connection with the statements or omissions which resulted in such Liabilities,
as well as other relevant equitable considerations. The relative fault of such Indemnifying Partyand Indemnified Party shall be determined by reference to, among other things, whether any untrue
19

or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by such Indemnifying Party or Indemnified Party and theparties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by a party as a result of the Liabilities
referred to above shall be deemed to include, subject to the limitations set forth in SECTION
2.11(a), SECTION 2.11(b) and SECTION 2.11(c), any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding; provided,
however, that the total amount to be contributed by any Holder shall be limited to the net proceeds(after deducting the underwriters’ discounts and commissions) received by the Holder in theoffering.
(e)
Fraud. The parties hereto agree that it would not be just and equitable ifcontribution pursuant to SECTION 2.11(d) were determined by pro rata allocation or by any othermethod of allocation which does not take account of the equitable considerations referred to in theimmediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.
ARTICLE III
EXCHANGE ACT COMPLIANCE
SECTION 3.1 Exchange Act Compliance. So long as the Company (a) has registered aclass of securities under Section 12 of the Exchange Act and/or (b) files reports under Section 13
or Section 15 of the Exchange Act, then the Company shall take all actions reasonably necessary
to enable Holders to sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144, including, without limiting the generalityof the foregoing, (i) making and keeping public information available, as those terms areunderstood and defined in Rule 144, (ii) filing with the Commission in a timely manner all reports
and other documents required of the Company under the Exchange Act and (iii) at the request of
any Holder if such Holder proposes to sell securities in compliance with Rule 144, forthwith
furnish to such Holder, as applicable, a written statement of compliance with the reporting
requirements of the Commission as set forth in Rule 144 and make available to such Holder suchinformation as will enable the Holder to make sales pursuant to Rule 144.
ARTICLE IVMISCELLANEOUS
SECTION 4.1 Specific Performance. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement are not performed in accordancewith their specific terms or are otherwise breached, including if the parties hereto fail to take any
action required of them hereunder to consummate this Agreement. It is accordingly agreed that,in addition to any other applicable remedies at law or equity, the parties to this Agreement shallbe entitled to an injunction or injunctions, without proof of damages, to prevent breaches of thisAgreement and to enforce specifically the terms and provisions of this Agreement. Each party
hereto agrees that it will not oppose the granting of an injunction, specific performance or other
equitable relief on the basis that (i) the other party has an adequate remedy at law or (ii) an awardof specific performance is not an appropriate remedy for any reason at law or in equity. Each of20

the parties hereto hereby waives (x) any defenses in any action for specific performance, including
the defense that a remedy at law would be adequate and (y) any requirement under any law to post
a bond or other security as a prerequisite to obtaining equitable relief; provided that such waiver
shall not limit, in any respect, the availability of any defense(s) that a party might otherwise havewith respect to the alleged breach or obligation for which specific performance is sought.
SECTION 4.2 Term and Termination. This Agreement shall terminate at such time as
there are no Registrable Securities outstanding; provided, however, that the provisions of Sections
2.10 and 2.11 shall survive any termination of this Agreement.
SECTION 4.3 Amendments and Waivers.
(a)
No failure or delay on the part of the Company or any Holder in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single orpartial exercise of any such right, power or remedy preclude any other or further exercise thereofor the exercise of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the Company or any
Holder at law or in equity or otherwise.
(b)
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 theprovisions hereof may not be given, in each case without the written consent of the Company andthe Holders of 75% of the outstanding shares of Common Stock that constitute Registrable
Securities; provided, that any amendment that has the effect of materially and disproportionately
adversely affecting any Holder or group of Holders differently than any other Holder or group of
Holders shall only be effective against such materially and disproportionately adversely affected
Holder(s) with the written consent of a majority of such Holder(s).
SECTION 4.4 Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by electronic
mail, by facsimile, by reputable overnight courier service (charges prepaid), or by registered orcertified mail (postage prepaid, return receipt requested), addressed as follows (or at such otheraddress as may be substituted by notice given as herein provided):
If to the Company:
Avaya Holdings Corp.
350 Mt. Kemble Avenue
Morristown, NJ 07960
Attention: Vito Carnevale, General Counsel and Shefali Shah, Chief
Administrative Officer
E-mail address: vcarnevale@avaya.com; sashah@avaya.com

If to any Holder, at its address and the address of its representative, if any, which in eachcase may be an email address, as provided to the Company by such Holder or otherwise listed in
the books of the Company. If such Holder has not provided to the Company its address or the21

address of its representative, if any, or if such address is not otherwise listed in the books of theCompany, the Company shall not be obligated to comply with the notice provisions of thisAgreement with respect to such Holder.
Any notice or communication hereunder shall be deemed to have been given or made as ofthe date so delivered if personally delivered; when receipt is acknowledged, if emailed or
telecopied; and on receipt if sent by overnight courier service or registered or certified mail.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.
SECTION 4.5 Successors and Assigns. The rights and obligations of the Holders under
this Agreement shall not be assignable by any Holder to any Person that is not a Holder; provided,that (i) in the event of a valid transfer of Common Stock by a Holder prior to an IPO, the rights
and obligations of the transferor under this Agreement (solely with respect to the Common Stockso transferred) must be transferred to the transferee and such transferee must execute a joinder tothe Stockholders’ Agreement and this Agreement, in the form attached as Exhibit A to the
Stockholders’ Agreement, and (ii) in the event of a valid transfer of Registrable Securities by a
Holder after an IPO, the rights and obligations of the transferor under this Agreement (solely withrespect to the Registrable Securities so transferred) may be transferred to the transferee provided
such transferee executes a joinder to this Agreement, in the form attached hereto as Exhibit A;
provided, further, for the avoidance of doubt, that the transferor in such transaction shall retain its
rights and obligations under this Agreement with respect to any Common Stock not so transferred.
This Agreement shall be binding upon the parties hereto and their respective successors, assigns
and transferees.
SECTION 4.6 Counterparts. This Agreement may be executed in any number ofcounterparts, each of which will be deemed to be an original copy of this Agreement and all ofwhich, when taken together, will be deemed to constitute one and the same agreement. This
Agreement and any signed agreement entered into in connection herewith or contemplated hereby,
and any amendments hereto or thereto, to the extent signed and delivered by facsimile, byelectronic mail in “portable document format” (“.pdf”) form, or any other electronic transmission,
shall be treated in all manner and respects as an original contract and shall be considered to havethe same binding legal effects as if it were the original signed version thereof delivered in person.
SECTION 4.7 Governing Law: Venue: Jurisdiction. THIS AGREEMENT AND ALL
CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE
BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE
NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT (INCLUDINGANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO
ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THISAGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. Each party hereby agrees that any action based upon, arising out of or
relating to this Agreement (including any action concerning the violation or threatened violationof this Agreement) shall be heard and determined in any state or federal court sitting in the Courtof Chancery of the State of Delaware (or, if the Chancery Court of the State of Delaware declines

22

to accept jurisdiction over a particular matter, in the United States District Court for the District ofDelaware), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of suchcourts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action orproceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any
such action or proceeding. In addition, each party consents to process being served in any suchlawsuit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof tosuch party at the address in effect for notices hereunder, and agrees that such services shallconstitute good and sufficient service of process and notice thereof. The consents to jurisdiction
set forth in this paragraph shall not constitute general consents to service of process in the State of
Delaware and shall have no effect for any purpose except as provided in this SECTION 4.7 andshall not be deemed to confer rights on any Person other than the parties hereto. Nothing in thisSECTION 4.7 shall affect or limit any right to serve process in any other manner permitted by law.
SECTION 4.8 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITSRESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT WHETHER BASED UPON OR ARISING OUT OF THISAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS,
AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY
RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH
PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGALCOUNSEL.
SECTION 4.9 Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to theextent of any such prohibition, unenforceability or nonauthorization without invalidating theremaining provisions hereof, or affecting the validity, enforceability or legality of such provisionin any other jurisdiction, unless the ineffectiveness of such provision would result in such amaterial change as to cause completion of the transactions contemplated hereby to be
unreasonable. Upon a determination that any provision of this Agreement is prohibited,
unenforceable or not authorized, the parties hereto agree to negotiate in good faith to modify thisAgreement so as to effect the original intent of the parties hereto as closely as possible, in amutually acceptable manner, in order that the transactions contemplated hereby are consummatedas originally contemplated to the fullest extent possible.
SECTION 4.10
Non-Recourse. All claims, obligations, liabilities, or causes ofaction (whether in contract or in tort, in law or in equity, or granted by statute) that may be based
upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner tothis Agreement, or the negotiation, execution, or performance of this Agreement (including any
representation or warranty made in, in connection with, or as an inducement to, this Agreement),
may be made only against (and are expressly limited to) the entities that are expressly identified
as parties in the preamble to this Agreement (“Contracting Parties”). No Person who is not a
Contracting Party, including without limitation any director, officer, employee, incorporator,
23

member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any
financial advisor or lender to, any Contracting Party, or any director, officer, employee,
incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representativeof, and any financial advisor or lender to, any of the foregoing (“Non-party Affiliates”), shall have
any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims,
causes of action, obligations, or liabilities arising under, out of, in connection with, or related inany manner to this Agreement or based on, in respect of, or by reason of this Agreement or its
negotiation, execution, performance, or breach; and, to the maximum extent permitted by law,each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, andobligations against any such Non-party Affiliates.
SECTION 4.11
Recapitalization, Exchanges Etc., Affecting Securities.
The
provisions of this Agreement shall apply, to the full extent set forth herein with respect to the
Common Stock and to any and all Common Stock of the Company or any successor or assign of
the Company (whether by merger, consolidation, sale of assets or otherwise, including sharesissued by a parent company in connection with a triangular merger) which may be issued in respectof, in exchange for, or in substitution of Common Stock, appropriately adjusted for any stock
dividends, splits, reverse splits, combinations, reclassifications and the like occurring after the datehereof.
SECTION 4.12
Entire Agreement. This Agreement (including all schedules andexhibits hereto) contains the entire agreement among the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral or written, with respect
to such matters.
SECTION 4.13
Aggregation of Common Stock. All Common Stock held by a
Holder and its Affiliates shall be aggregated together for purposes of determining the availabilityof any rights under this Agreement.
SECTION 4.14
Headings. The section headings of this Agreement are forconvenience of reference only and shall not, for any purpose, be deemed to be part of thisAgreement or otherwise affect the interpretation of this Agreement.
SECTION 4.15
No Third Party Beneficiaries. Except as provided in SECTION 4.5,
nothing express or implied herein is intended or shall be construed to confer upon any person orentity, other than the parties hereto and their respective successors and assigns and all Indemnified
Parties, any rights, remedies or other benefits under or by reason of this Agreement.
**********

24

[Signature Page on File with the Company]

EXHIBIT A
JOINDER AGREEMENT
This Joinder Agreement (“Joinder”) is executed pursuant to the terms of the Registration
Rights Agreement, dated as of May 1, 2023 a copy of which is attached hereto (as amended, the“Registration Rights Agreement”), by the undersigned (the “Undersigned”) executing this Joinder.
By the execution of this Joinder, the Undersigned agrees as follows:1.
Acknowledgment. The Undersigned acknowledges that the Undersigned isacquiring certain Registrable Securities of Avaya Holdings Corp., a Delaware corporation (the“Company”), subject to the terms and conditions of the Registration Rights Agreement.
Capitalized terms used herein without definition are defined in the Registration Rights Agreement
and are used herein with the same meanings set forth therein.
2.
Agreement. The Undersigned (i) agrees that the Registrable Securities acquired by
the Undersigned shall be bound by and subject to the terms of the Registration Rights Agreement,
pursuant to the terms thereof, and (ii) hereby agrees to be bound by the Registration Rights
Agreement as a Holder thereunder, with the same force and effect as if the Undersigned wereoriginally a party thereto.
3.
Notice. Any notice required as permitted by the Registration Rights Agreement
shall be given to the Undersigned at the address listed beside the Undersigned’s signature below.
[NAME OF HOLDER]

Address for Notices:

By:
Name:
Title:
Date:

[●]
[●]
Telephone:
Email:

Joinder Agreement[●][●]