<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as
of the 6th day of January, 2000 by and between RED HAT, INC., a Delaware
corporation ("RED HAT"), and the Sellers identified on SCHEDULE I hereto (each a
"SELLER" and, collectively, the "SELLERS") by and through Lawrence J. Weidman,
as attorney-in-fact for each of the Sellers other than himself ("SHAREHOLDER
REPRESENTATIVE").

                              W I T N E S S E T H:

         WHEREAS, the Sellers are the owners of all of the issued and
outstanding capital stock of Hell's Kitchen Systems, Inc., a Pennsylvania
corporation (the "COMPANY"); and

         WHEREAS, simultaneously with the execution of this Agreement, the
Sellers will sell all of the issued and outstanding capital stock of the Company
to Red Hat in exchange for (i) the issuance to them at closing of that number of
shares of Red Hat common stock equal to $21,000,000 divided by $43.932815 (the
"REGISTRABLE SECURITIES") and (ii) the right to receive, if certain conditions
are satisfied after closing, additional shares of Red Hat common stock, all
pursuant to the terms of that certain Agreement and Plan of Merger By and Among
Red Hat, HKS Acquisition Co., the Company, and the Majority Shareholders of the
Company, dated as of January 4th, 2000 (the "MERGER AGREEMENT"); and

         WHEREAS, the Registrable Securities will be subject to contractual
restrictions on their disposition pursuant to separate Lock-Up Agreements to be
entered into with each of the Sellers dated the date hereof, (the "LOCK-UP
AGREEMENTS"); and

         WHEREAS, the execution of this Agreement by the parties hereto is a
condition precedent to the obligation of the Sellers to consummate the
transactions contemplated by the Merger Agreement.

         NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties contained herein and of the mutual benefits to be
derived herefrom, and intending to be legally bound, the parties hereto agree as
follows:

         SECTION 1.   INCIDENTAL REGISTRATION.

                  (a) Whenever, during the period beginning as of the date
         hereof and ending August 17, 2000, Red Hat is required by Section 2.2
         of the First Amended and Restated Investor Rights Agreement dated as of
         February 25, 1999 (the "INVESTOR RIGHTS AGREEMENT") by and among Red
         Hat and the entities listed on the signature pages thereto (the
         "STOCKHOLDERS") to give notice to the Stockholders of Red Hat's intent
         to file a Registration Statement, Red Hat will give notice of its
         intent to do so and afford the same
<PAGE>



         incidental registration rights to all holders of Registrable Securities
         under this Agreement on the terms and conditions set forth in the
         Investor Rights Agreement; PROVIDED, HOWEVER, the holders of
         Registrable Securities under this Agreement shall for such purposes be
         considered Other Holders (as defined in the Investor Rights Agreement)
         and, in no event, shall the incidental registration rights granted to
         the holders of Registrable Securities hereunder be interpreted to be
         more favorable than the rights granted to Other Holders (as defined in
         the Investor Rights Agreement) to include securities in a registration
         initiated by Red Hat or by the Stockholders.

         SECTION 2.   REQUIRED REGISTRATION.

                  (a) If Red Hat shall receive at any time during the period
         beginning on August 18, 2000 and ending on the first anniversary of the
         execution of this Agreement, a written request from holders of at least
         thirty-five percent (35%) of the Registrable Securities (the
         "INITIATING HOLDERS"), that Red Hat file a registration statement under
         the Securities Act covering the registration of at least thirty-five
         percent (35%) of the Registrable Securities (a "REQUIRED
         REGISTRATION"), then Red Hat shall promptly give written notice of such
         request to all other holders of Registrable Securities of its intention
         to effect such registration. Red Hat will include in such registration
         all Registrable Securities with respect to which Red Hat has received
         written requests for inclusion therein within twenty (20) business days
         after Red Hat has provided notice to the other holders. Thereupon, Red
         Hat shall, as expeditiously as possible, use its best efforts to effect
         the Required Registration on an appropriate form of all Registrable
         Securities which Red Hat has been requested to so register (provided,
         however, that Red Hat will only be obligated to effect such
         registration on Form S-3 (or any successor form) if Red Hat is at the
         time of the Required Registration eligible to file a registration
         statement on such form (or successor form)).

                  (b) If the Initiating Holders intend to distribute the
         Registrable Securities covered by their request for a Required
         Registration by means of an underwriting, they shall so advise Red Hat
         as a part of their request made pursuant to Section 2(a) and Red Hat
         shall include such information in the written notice to other holders
         referred to in Section 2(a). The underwriter shall be selected by a
         majority in interest of the Initiating Holders and shall be reasonably
         acceptable to Red Hat. In such event, the right of any other holder to
         include its Registrable Securities in such registration shall be
         conditioned upon such other holder's participation in such underwriting
         and the inclusion of such other holder's Registrable Securities in the
         underwriting (unless otherwise mutually agreed by such other holder and
         a majority in interest of the Initiating Holders (excluding such other
         holder)) to the extent provided herein. All holders proposing to
         distribute their securities through such underwriting shall together
         with Red Hat enter into an underwriting agreement in customary form
         with the underwriter or underwriters selected for such underwriting as
         provided above. Notwithstanding any other provision of this Section
         2(b), if the underwriter advises the Initiating Holders in writing that
         marketing factors require a limitation of the number of shares to be
         underwritten, then the Initiating Holders shall so advise the other
         holders of Registrable Securities that would otherwise


                                       2
<PAGE>

         be underwritten pursuant hereto, and the number of shares of
         Registrable Securities that may be included in the underwriting shall
         be allocated among all participating holders thereof, including the
         Initiating Holders, in proportion (as nearly as practicable) to the
         amount of Registrable Securities of Red Hat owned by each participating
         holder.

                  (c) Red Hat shall be obligated to effect only one (1) such
         registration pursuant to Section 2(a).

                  (d) If at the time of any request to register Registrable
         Securities by Initiating Holders pursuant to this Section 2, Red Hat
         has engaged or has plans to engage in a registered public offering or
         is engaged in any other activity which, in the good faith determination
         of Red Hat's Board of Directors, would be adversely affected by the
         requested registration, then Red Hat may, at its option, direct that
         such request be delayed for a period not in excess of 90 days from the
         date of such request, in which event the termination date specified in
         Section 10 below shall be extended for a period equal to the period of
         such delay.

                  (e) The right of the holders of Registrable Securities to
         request that Red Hat file a registration statement under this Section 2
         and their right to have Registrable Securities included in such
         Registration Statement are subject in each instance to the provision of
         Section 2.9 of the Investor Rights Agreement that Stockholders shall be
         entitled to include their Registrable Shares (as defined in the
         Investor Rights Agreement) in such Registration Statement on a pro rata
         basis with the holders of Registrable Securities based on the number of
         shares of Common Stock of Red Hat (on an as-converted basis) owned by
         Stockholders and the holders of Registrable Securities hereunder.

         SECTION 3. RESALES PURSUANT TO RULE 144. In order to make available to
the holders of Registrable Securities the benefits of Rule 144 and any other
rule or regulation of the Securities and Exchange Commission (the "SEC") that
may at any time permit a holder of Registrable Securities to sell securities of
Red Hat to the public without registration, Red Hat shall:

                  (a) make and keep adequate current public information
         available at all times as required by Rule 144; and

                  (b) take such action as is necessary to enable the holders of
         Registrable Securities to utilize Rule 144 for the sale of their
         Registrable Securities, including, but not limited to, the filing with
         the SEC in a timely manner all reports and other documents required of
         Red Hat under the Securities Exchange Act of 1934, as amended (the
         "EXCHANGE ACT"); and

                  (c) furnish to any holder, so long as such holder owns any
         Registrable Securities, forthwith upon request (i) a written statement
         by Red Hat that it has complied with the reporting requirements of Rule
         144, the Securities Act and the Exchange Act, (ii)


                                       3
<PAGE>

         a copy of the most recent annual or quarterly report of Red Hat and
         such other reports and documents so filed by Red Hat, and (iii) such
         other information as may be reasonably requested by such holder to
         permit the holder to use any rule or regulation of the SEC that permits
         the selling of any such securities without registration.

         SECTION 4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to Section 2 of this Agreement, Red Hat will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto Red Hat will as
expeditiously as possible:

                  (a) Prepare and file with the SEC a registration statement
         with respect to such Registrable Securities and use its best efforts to
         cause such registration statement to become effective and remain
         effective for one hundred twenty (120) days from the effective date or
         such lesser period until all such Registrable Securities are sold;

                  (b) Furnish to each Seller of Registrable Securities such
         reasonable number of copies of such registration statement, each
         amendment and supplement thereto, the prospectus included in such
         registration statement (including each preliminary prospectus) and such
         other documents as such Seller may reasonably request in order to
         facilitate the public sale or other disposition of the Registrable
         Securities owned by such Seller;

                  (c) Prepare and file with the SEC such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective for a period of not less than one hundred twenty
         (120) consecutive days or such shorter period which will terminate when
         Registrable Securities covered by such registration statement have been
         sold and comply with the provisions of the Securities Act (including
         the antifraud provisions thereof);

                  (d) If Red Hat has delivered a prospectus to the Sellers of
         Registrable Securities and after having done so, the prospectus is
         amended to comply with the requirements of the Securities Act, Red Hat
         shall promptly notify the Sellers and, if requested, the Sellers shall
         immediately cease making offers of Registrable Securities and return
         all prospectuses to Red Hat. Red Hat shall promptly provide the Sellers
         with revised prospectuses and, following receipt of the revised
         prospectuses, the Sellers shall be free to resume making offers of the
         Registrable Securities;

                  (e) Use its best efforts to register or qualify such
         Registrable Securities under such other securities or blue sky laws of
         such jurisdictions within the United States as the Sellers shall
         request and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such sellers to consummate
         the public sale or other disposition in such jurisdictions of the
         Registrable Securities owned by such Sellers; provided, however, that
         Red Hat shall not be required to qualify as a foreign corporation or
         execute a general consent to service of process in any jurisdiction;


                                       4
<PAGE>

                  (f) Notify each Seller of Registrable Securities, promptly
         after Red Hat shall receive notice thereof, of the time when a
         Registration Statement with respect to Registrable Shares has become
         effective or a supplement to any prospectus used in connection
         therewith in forming a part of such Registration Statement has been
         filed;

                  (g) In the event that, in the judgment of Red Hat, it is
         advisable to suspend use of a prospectus included in a Registration
         Statement due to pending material developments or other events that
         have not yet been publicly disclosed and as to which Red Hat believes
         public disclosure would be detrimental to Red Hat, Red Hat shall notify
         all Sellers to such effect, and, upon receipt of such notice, each such
         Seller shall immediately discontinue any sales of Registrable
         Securities pursuant to such Registration Statement until such Seller
         has received copies of a supplemented or amended prospectus or until
         such Seller is advised in writing by Red Hat that the then current
         prospectus may be used and has received copies of any additional or
         supplemental filings that are incorporated or deemed incorporated by
         reference in such prospectus. Notwithstanding anything to the contrary
         herein, Red Hat shall not exercise its rights under this Section to
         suspend sales of Registrable Securities for a period in excess of 90
         days in any 365-day period;

                  (h) Promptly make available for inspection by any Seller of
         Registrable Securities, any underwriter participating in any
         disposition pursuant to such registration statement and any attorney,
         accountant or other agent retained by any such Seller or underwriter,
         all financial and other records (reasonably requested), pertinent
         corporate documents and contracts of Red Hat as shall be reasonably
         necessary to enable them to exercise their due diligence
         responsibility, and cause Red Hat's officers, directors, employees and
         independent accountants to supply all information reasonably requested
         by any such Seller, underwriter, attorney, accountant or agent in
         connection with such registration statement, PROVIDED, HOWEVER, that
         each Seller of Registrable Securities agrees that information obtained
         by it as a result of such inspections which is deemed confidential
         shall not be used by it as the basis for any market transaction in
         securities of Red Hat unless and until such information is made
         generally available to the public and each such Seller shall cause any
         attorney, accountant or agent retained by such Seller to keep
         confidential any such information;

                  (i) In the event of the issuance of any stop order suspending
         the effectiveness of a registration statement, or of any order
         suspending or preventing the use of any related prospectus or
         suspending the qualification of any common stock included in such
         registration statement for sale in any jurisdiction, Red Hat will use
         reasonable efforts promptly to obtain the withdrawal of such order; and

                  (j) If the offering is to be underwritten, enter into any
         necessary agreements in connection therewith (including an underwriting
         agreement containing customary representations, warranties and
         agreements); and


                                       5
<PAGE>

                  (k) Take all such other reasonable actions in connection
         therewith in order to expedite or facilitate the disposition of such
         Registrable Securities and in such connection, whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an underwritten registration, make such representations
         and warranties to the holders of such Registrable Securities and the
         underwriters, if any, in such form, substance and scope as are
         customarily made by issuers to underwriters in primary underwritten
         offerings, obtain opinions of counsel to Red Hat and updates thereof
         (which counsel and opinions, in form, scope and substance, shall be
         reasonably satisfactory to the managing underwriters, if any, and the
         Sellers), and obtain "cold comfort" letters and updates thereof from
         Red Hat's independent certified public accountants addressed to the
         sellers and the underwriters, if any, such letters to be in customary
         form and covering matters of the type customarily covered in "cold
         comfort" letters to underwriters in connection with primary
         underwritten offerings.

         SECTION 5.   REGISTRATION EXPENSES.

                  (a) COMPANY EXPENSES. All expenses (herein called
         "REGISTRATION EXPENSES") incident to Red Hat's performance of or
         compliance with this Agreement, including, without limitation, all
         registration and filing fees, fees and expenses of compliance with
         securities and blue sky laws, printing expenses, messenger and delivery
         expenses, fees and disbursements of counsel for Red Hat, and fees and
         disbursements of all Red Hat's certified public accountants,
         underwriters (excluding discounts and commissions) and any Persons
         retained by Red Hat, will be paid by Red Hat.

                  (b) HOLDER EXPENSES. Except as otherwise paid by Red Hat
         pursuant to Section 5(a) above, each holder of Registrable Securities
         shall bear all expenses incurred by such holder in connection with the
         negotiation and preparation of any registration statement, underwriting
         agreement and all other documents and instruments contemplated hereby
         to which any such holder is a party, including, without limitation, the
         fees and expenses, if any, of its legal counsel.

         SECTION 6.   UNDERTAKINGS OF THE HOLDERS OF REGISTRABLE SECURITIES.

                  (a) SUSPENSION OF SALES. If any Registrable Securities are
         included in a registration statement pursuant to the terms of this
         Agreement, the holder thereof will not (until further notice) effect
         sales thereof after receipt of written notice from Red Hat to suspend
         sales to permit Red Hat to correct or update a registration statement
         or prospectus.

                  (b) COMPLIANCE. If any Registrable Securities are being
         registered in any registration pursuant to this Agreement, the holder
         thereof will comply with all anti-stabilization, manipulation and
         similar provisions of Section 10 of the Exchange Act applicable to the
         Holder, and any rules promulgated thereunder by the SEC applicable to
         the Holder and, at the request of Red Hat, will execute and deliver to
         Red Hat and to any underwriter participating in such offering an
         appropriate agreement to such effect.


                                       6
<PAGE>

                  (c) TERMINATION OF EFFECTIVENESS. At the end of the period
         during which Red Hat is obligated to keep a registration statement
         current and effective as described herein, each holder of Registrable
         Securities included in the registration statement shall discontinue
         sales thereof pursuant to such registration statement, unless such
         holder has received written notice from Red Hat of its intention to
         continue the effectiveness of such registration statement with respect
         to any of such securities which remain unsold.

         SECTION 7.   UNDERWRITTEN REGISTRATIONS

                  (a) FURNISH INFORMATION. No holder of Registrable Securities
         may participate in any registration hereunder which is underwritten
         unless such holder (i) agrees to sell such holder's securities on the
         basis provided in any underwriting arrangements approved by the holder
         or holders entitled hereunder to approve such arrangements, and (ii)
         completes and executes all customary questionnaires, powers of
         attorney, indemnities, underwriting agreements and other documents
         reasonably required under the terms of such underwriting arrangements,
         provided that no holder of Registrable Securities included in any
         underwritten registration shall be required to make any representations
         or warranties to Red Hat or the underwriters on account of the
         registration of shares owned by such holder other than representations
         and warranties regarding such holder and such holder's intended method
         of distribution.

                  (b) RIGHT OF APPROVAL. Red Hat shall not include in any
         registration statement (or attachments or exhibits thereto), filed by
         Red Hat (under this Agreement or otherwise) pursuant to the Securities
         Act any information describing or relating to the Sellers or their
         relationship with Red Hat without the advance written consent of the
         Sellers, which consent shall not be unreasonably withheld or delayed.

                  (c) DELAY OF REGISTRATION. No holder of Registrable Securities
         shall have any right to obtain or seek an injunction restraining or
         otherwise delaying the preparation of, or declaration of the
         effectiveness of, any registration statement initiated in accordance
         with the terms of this Agreement if such injunction is the result of
         any controversy that might arise with respect to the interpretation or
         implementation of this Agreement.

         SECTION 8. ASSIGNMENT OF THE SELLERS' REGISTRATION RIGHTS. The right of
a holder to participate in a registration under this Agreement may be assigned
to any person or entity to which at least 25% of the Registrable Securities
owned by such investor as of the date hereof are transferred and such transferee
shall be deemed a seller for purposes of this Agreement; PROVIDED, HOWEVER, that
(i) Red Hat must receive written notice prior to the time of said transfer and
(ii) said transferee or assignee must agree to be bound by this Agreement and
execute a counterpart signature page evidencing such acceptance of this
Agreement. No such transfer shall be permitted by any Seller pursuant to this
Section 8 to any person or entity that a majority of the Board of Directors of
Red Hat deem to be a competitor of Red Hat.


                                       7
<PAGE>

         SECTION 9.    INDEMNIFICATION AND CONTRIBUTION

                   (a) In the event of any registration of any of the
         Registrable Securities under the Securities Act pursuant to this
         Agreement, Red Hat will indemnify and hold harmless the seller of such
         Registrable Securities, each underwriter of such Registrable
         Securities, and each other person, if any, who controls such seller or
         underwriter within the meaning of the Securities Act or the Exchange
         Act against any losses, claims, damages or liabilities, joint or
         several, to which such seller, underwriter or controlling person may
         become subject under the Securities Act, the Exchange Act, state
         securities or Blue Sky laws or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon any untrue statement or alleged untrue
         statement of any material fact contained in any Registration Statement
         under which such Registrable Securities were registered under the
         Securities Act, any preliminary prospectus or final prospectus
         contained in the Registration Statement, or any amendment or supplement
         to such Registration Statement, or arise out of or are based upon the
         omission or alleged omission to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading; and Red Hat will reimburse such seller, underwriter and
         each such controlling person for any legal or any other expenses
         reasonably incurred by such seller, underwriter or controlling person
         in connection with investigating or defending any such loss, claim,
         damage, liability or action; PROVIDED, HOWEVER, that Red Hat will not
         be liable in any such case to the extent that any such loss, claim,
         damage or liability arises out of or is based upon any untrue statement
         or omission made in such Registration Statement, preliminary prospectus
         or prospectus, or any such amendment or supplement, in reliance upon
         and in conformity with information furnished to Red Hat, in writing, by
         or on behalf of such seller, underwriter or controlling person
         specifically for use in the preparation thereof.

                  (b) In the event of any registration of any of the Registrable
         Securities under the Securities Act pursuant to this Agreement, each
         seller of Registrable Securities, severally and not jointly, will
         indemnify and hold harmless Red Hat, each of its directors and officers
         and each underwriter (if any) and each person, if any, who controls Red
         Hat or any such underwriter within the meaning of the Securities Act or
         the Exchange Act, against any losses, claims, damages or liabilities,
         joint or several, to which Red Hat, such directors and officers,
         underwriter or controlling person may become subject under the
         Securities Act, Exchange Act, state securities or Blue Sky laws or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         any Registration Statement under which such Registrable Securities were
         registered under the Securities Act, any preliminary prospectus or
         final prospectus contained in the Registration Statement, or any
         amendment or supplement to the Registration Statement, or arise out of
         or are based upon any omission or alleged omission to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, if the statement or omission was made in
         reliance upon and in conformity with information relating to such
         seller furnished in writing to Red Hat by or on behalf of such seller
         specifically for use in connection with the preparation of such
         Registration


                                       8
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         Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that
         the obligations of a Seller hereunder shall be limited to an amount
         equal to the net proceeds to such Seller of Registrable Securities sold
         in connection with such registration.

                  (c) Each party entitled to indemnification under this Section
         (the "INDEMNIFIED PARTY") shall give notice to the party required to
         provide indemnification (the "INDEMNIFYING PARTY") promptly after such
         Indemnified Party has actual knowledge of any claim as to which
         indemnity may be sought, and shall permit the Indemnifying Party to
         assume the defense of any such claim or any litigation resulting
         therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or litigation, shall be approved by
         the Indemnified Party (whose approval shall not be unreasonably
         withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified
         Party to give notice as provided herein shall not relieve the
         Indemnifying Party of its obligations under this Section except to the
         extent that the Indemnifying Party is adversely affected by such
         failure. The Indemnified Party may participate in such defense at such
         party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall
         pay such expense if representation of such Indemnified Party by the
         counsel retained by the Indemnifying Party would be inappropriate due
         to actual or potential differing interests between the Indemnified
         Party and any other party represented by such counsel in such
         proceeding; PROVIDED FURTHER that in no event shall the Indemnifying
         Party be required to pay the expenses of more than one law firm per
         jurisdiction as counsel for the Indemnified Party. The Indemnifying
         Party also shall be responsible for the expenses of such defense if the
         Indemnifying Party does not elect to assume such defense. No
         Indemnifying Party, in the defense of any such claim or litigation
         shall, except with the consent of each Indemnified Party, consent to
         entry of any judgment or enter into any settlement which does not
         include as an unconditional term thereof the giving by the claimant or
         plaintiff to such Indemnified Party of a release from all liability in
         respect of such claim or litigation, and no Indemnified Party shall
         consent to entry of any judgment or settle such claim or litigation
         without the prior written consent of the Indemnifying Party, which
         consent shall not be unreasonably withheld.

                  (d) In order to provide for just and equitable contribution in
         circumstances in which the indemnification provided for in this Section
         9 is due in accordance with its terms but for any reason is held to be
         unavailable to an Indemnified Party in respect to any losses, claims,
         damages and liabilities referred to herein, then the Indemnifying Party
         shall, in lieu of indemnifying such Indemnified Party, contribute to
         the amount paid or payable by such Indemnified Party as a result of
         such losses, claims, damages or liabilities to which such party may be
         subject in such proportion as is appropriate to reflect the relative
         fault of Red Hat on the one hand and the Sellers on the other in
         connection with the statements or omissions which resulted in such
         losses, claims, damages or liabilities, as well as any other relevant
         equitable considerations. The relative fault of Red Hat and the Sellers
         shall be determined by reference to, among other things, whether the
         untrue or alleged untrue statement of material fact related to
         information supplied by Red Hat or the Sellers and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. Red Hat


                                       9
<PAGE>

         and the Sellers agree that it would not be just and equitable if
         contribution pursuant to this Section 9 were determined by pro rata
         allocation or by any other method of allocation which does not take
         account of the equitable considerations referred to above.
         Notwithstanding the provisions of this paragraph of Section 9, (i) in
         no case shall any one Seller be liable or responsible for any amount in
         excess of the net proceeds received by such Seller from the offering of
         Registrable Securities and (ii) Red Hat shall be liable and responsible
         for any amount in excess of such proceeds; PROVIDED, HOWEVER, that no
         person guilty of fraudulent misrepresentation (within the meaning of
         Section 11 (f) of the Securities Act) shall be entitled to contribution
         from any person who was not guilty of such fraudulent
         misrepresentation. Any party entitled to contribution will, promptly
         after receipt of notice of commencement of any action, suit or
         proceeding against such party in respect of which a claim for
         contribution may be made against another party or parties under this
         Section, notify such party or parties from whom contribution may be
         sought, but the omission so to notify such party or parties from whom
         contribution may be sought shall not relieve such party from any other
         obligation it or they may have thereunder or otherwise under this
         Section. No party shall be liable for contribution with respect to any
         action, suit, proceeding or claim settled without its prior written
         consent, which consent shall not be unreasonably withheld.

         SECTION 10. TERMINATION. All of Red Hat's obligations to register
Registrable Securities under this Agreement shall terminate at midnight on the
first anniversary of the date hereof, unless extended as provided in Section
2(d) above.

         SECTION 11.  LOCK-UP AGREEMENT RESTRICTIONS.

                  (a) Except as provided in Sections 11(b) and (c) below, the
         registration rights granted in Sections 1 and 2 above shall not apply
         to any Registrable Shares that continue to be subject to the
         restrictions on disposition imposed by the Lock-Up Agreements.

                  (b) In the case of any required registration under Section 2
         or an incidental registration under Section 1 that is not a registered
         public offering involving an underwriting, Red Hat will include
         Registrable Shares that continue to be subject to the restrictions on
         disposition imposed by the Lock-Up Agreements if, prior to the end of
         the 120 day period beginning with the effective date of the
         registration statement pursuant to which those Registrable Shares are
         to be distributed, the restrictions imposed by the Lock-Up Agreement on
         the disposition of those Registrable Shares will by their terms have
         lapsed.

                  (c) In the case of an incidental registration under Section 1
         that is a registered public offering involving an underwriting, Red Hat
         will include Registrable Shares that continue to be subject to the
         restrictions on disposition imposed by the Lock-Up Agreements if, prior
         to the effective date of the registration statement pursuant to which
         these Registrable Shares are to be distributed, the restrictions
         imposed by the Lock-Up Agreements on the disposition of those
         Registrable Shares will by their terms have lapsed.


                                       10
<PAGE>

         SECTION 12.  MISCELLANEOUS.

                  (a) NOTICES. All notices, requests and other communications
         hereunder shall be in writing and will be deemed to have been duly
         given and received (i) when personally delivered, (ii) when sent by
         telefax to a party at the number listed below for such party, (iii)
         three (3) business days after the day on which the same has been
         delivered prepaid to an international courier service, or (iv) three
         (3) business days after the deposit in the United States mail,
         registered or certified, return receipt requested, postage prepaid, in
         each case addressed to the party to whom such notice is to be given at
         the following address for such party:

                  If to Red Hat:            BY MAIL TO:

                                            P.O. Box 13588
                                            Research Triangle Park, NC  27709
                                            Attn:  President
                                            Telefax No.: (919) 547-0024

                                            BY OVERNIGHT COURIER TO:

                                            2600 Meridian Parkway
                                            Durham, NC  27713
                                            Attn:  President
                                            Telefax No: (919) 547-0024

                  With copies to:           Moore & Van Allen, PLLC
                                            One Hannover Square, Suite 1700
                                            Raleigh, NC  27601
                                            Attn: Martin Brinkley, Esq.
                                            Telefax No.: (919) 828-4254

                  If to the Sellers:        c/o Lawrence J. Weidman
                                            Shareholder Representative
                                            1252 Murray Hill Avenue
                                            Pittsburgh, PA  15217
                                            Telefax No.: (412) 521-2994

                  With copies to:           Thorp Reed & Armstrong, LLP
                                            20 Stanwix Street
                                            One Riverfront Center
                                            Pittsburgh, PA  15222-4895
                                            Attn:  Priscilla S. Johnson
                                            Telefax No.:  (412) 394-2555


                                       11
<PAGE>

         Any party hereto from time to time may change its address, telefax
         number or other information for the purpose of notices to that party by
         giving notice specifying such change to the other parties hereto.

                  (b) RIGHTS OF HOLDERS. Each holder of Registrable Securities
         shall have the absolute right to exercise or refrain from exercising
         any right or rights that such holder may have by reason of this
         Agreement, including, without limitation, the right to consent to the
         waiver or modification of any obligation under this Agreement, and such
         holder shall not incur any liability to any other holder of any
         securities of Red Hat as a result of exercising or refraining from
         exercising any such right or rights.

                  (c) WAIVER. Any term or condition of this Agreement may be
         waived at any time by the party that is entitled to the benefit
         thereof, but no such waiver shall be effective unless set forth in a
         written instrument duly executed by or on behalf of the party waiving
         such term or condition. No waiver by either party of any term or
         condition of this Agreement, in any one or more instances, shall be
         deemed to be or construed as a waiver of the same or any other term or
         condition of this Agreement on any future occasion.

                  (d) AMENDMENT. This Agreement may be amended, supplemented or
         modified only by a written instrument duly executed by or on behalf of
         each party hereto.

                  (e) REMEDIES. Each party hereto will be entitled to enforce
         any right granted to such party by any provision of this Agreement
         specifically to recover damages caused by reason of any breach of any
         provision of this Agreement and to exercise all other rights granted by
         law. The parties hereto agree and acknowledge that money damages may
         not be an adequate remedy for any breach of the provisions of this
         Agreement and that any party may in its sole discretion apply to any
         court of law or equity of competent jurisdiction (without posting any
         bond or other security) for specific performance and for other
         injunctive relief in order to enforce or prevent violation of the
         provisions of this Agreement.

                  (i) ENTIRE AGREEMENT. This Agreement supersedes all prior
         discussions and agreements among the parties hereto with respect to the
         subject matter hereof and contains the sole and entire agreement among
         the parties hereto with respect to the subject matter hereof.

                  (j) CAPTIONS. The captions used in this Agreement have been
         inserted for convenience of reference only and do not define or limit
         the provisions hereof.

                  (k) GOVERNING LAW. This Agreement shall be governed by and
         construed in accordance with the laws of the State of North Carolina
         applicable to a contract executed and performed in such State, without
         giving effect to the conflicts of laws principles thereof.


                                       12
<PAGE>

                  (l) COUNTERPARTS. This Agreement may be executed in one or
         more counterparts, each of which shall be deemed an original, but all
         of which together will constitute one and the same instrument.

                  (m) SEVERABILITY. Any provision of this Agreement which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction.

                  (n) NO THIRD PARTY BENEFICIARY. This Agreement shall not
         confer any rights or remedies upon any Person other than the parties
         hereto and their respective successors and permitted assigns.


                                       13
<PAGE>



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

                                    RED HAT:

                                    RED HAT

                                    By:/s/ MANOJ GEORGE
                                       ---------------------------------
                                    Name:  Manoj George
                                    Title:  Chief Financial Officer

                                    SELLERS:
                                    --------

                                    (See SCHEDULE I attached hereto)

                                    By:  /s/ LAWRENCE J. WEIDMAN
                                  --------------------------------------
                                        Lawrence J. Weidman, for himself
                                        and as Shareholder Representative,
                                        being attorney-in-fact for each of
                                        the Sellers listed on SCHEDULE I hereto



                                       14
<PAGE>



                                   SCHEDULE I

SELLERS:

Lawrence J. Weidman                         Eleanor DeJulio
L. Todd Masco                               Robert A.  & Mary K. Cumming
Andrew M. Bressen                           Frank J. DeJulio
Barbara Jean Masco Abdul-Malek              Robert Weidman
Stephen G. Wadlow                           Clifford B. & Rosanne M. Levine
Victoria Landgraf                           Maria DiMaria
Gregory Plesur                              Marina LaCagnina
Joshua Bluestein                            Douglas DeJulio
Robert Miles                                R. Joseph Vetter
Regis Donovan                               Thomas G. Dopirak
Maurice Rickard                             Jonathan L. Coburn
Andrew M. Boardman                          Thomas N. Canfield
John G. Myers                               Cynthia McMillin
Neil Masco                                  Andrew Plotkin
Richard Horn                                Thorp, Reed & Armstrong, LLP


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