Exhibit 10.2


 





 


 


 


 


 


REGISTRATION
RIGHTS AGREEMENT



BY AND among



Wayne Farms, Inc.



and



Certain Stockholders



Dated as of [●], 2015


 






    	 



    	 



    








 


TABLE OF CONTENTS


 


Page


 




	ARTICLE I EFFECTIVENESS	1
	Section 1.1   Effectiveness	1
	ARTICLE II DEFINITIONS	2
	Section 2.1   Definitions	2
	Section 2.2   Other Interpretive Provisions	6
	ARTICLE III REGISTRATION RIGHTS	6
	Section 3.1   Demand Registration	6
	Section 3.2   Shelf Registration	9
	Section 3.3   Piggyback Registration	12
	Section 3.4   Lock-Up Agreements	13
	Section 3.5   Registration Procedures	14
	Section 3.6   Underwritten Offerings	20
	Section 3.7   No Inconsistent Agreements; Additional Rights	21
	Section 3.8   Registration Expenses	22
	Section 3.9   Indemnification	22
	Section 3.10   Rules 144 and 144A and Regulation S	24
	Section 3.11   Existing Registration Statements	25
	ARTICLE IV MISCELLANEOUS	25
	Section 4.1   Authority; Effect	25
	Section 4.2   Notices	25
	Section 4.3   Termination and Effect of Termination	26
	Section 4.4   Permitted Transferees	26
	Section 4.5   Remedies	27
	Section 4.6   Amendments	27
	Section 4.7   Governing Law	27
	Section 4.8   Consent to Jurisdiction	27
	Section 4.9   WAIVER OF JURY TRIAL	28
	Section 4.10   Merger; Binding Effect, Etc.	28
	Section 4.11   Counterparts	28
	Section 4.12   Severability	28
	Section 4.13   No Recourse	28






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This REGISTRATION RIGHTS AGREEMENT (as it
may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●],
2015, is made by and among:


 


i.Wayne Farms, Inc., a Delaware corporation
(the “Company”);


 


ii.Wayne Farms Holdings LLC, a Delaware
limited liability company (together with its Affiliates who are Permitted Transferees that become party hereto, the “Principal
Investor”); and


 


iii.such other Persons, if any, that
from time to time become party hereto as holders of Registrable Securities pursuant to Section 4.4 in their capacity as Permitted
Transferees (“Permitted Transferees” and, together with the Principal Investor, the “Holders”).


 


RECITALS


 


WHEREAS, in connection with the initial
public offering (the “IPO”) by the Company of its shares of the Company’s Class A common stock, par value
$0.00001 per share (the “Class A Common Stock”), the Company has effected a series of reorganization transactions
described in the Registration Statement on Form S-1 (Registration No. 333-202797) (the “Reorganization Transactions”);


 


WHEREAS, after giving effect to the Reorganization
Transactions, the Principal Investor owns limited liability company interests in Wayne Farms LLC, a Delaware limited liability
company, designated as “Company Class B Common Units” (“Class B Units”) and shares of the Company’s
Class B common stock, par value $0.00001 per share (the “Class B Common Stock” and together with the Class A
Common Stock, the “Common Stock”); and such Class B Units, subject to certain restrictions, are exchangeable
from time to time at the option of the holder thereof for shares of Class A Common Stock pursuant to the terms of the LLC Agreement
(as defined herein);


 


WHEREAS, the parties believe that it is
in the best interests of the Company and the other parties hereto to set forth their agreements regarding registration rights with
respect to the Common Stock and certain other matters following the IPO.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I



EFFECTIVENESS


 


Section 1.1           
Effectiveness. This Agreement shall become effective upon the closing of the IPO.


 






    	 



    	 



    

ARTICLE II



DEFINITIONS


 


Section 2.1           
Definitions. As used in this Agreement, the following terms shall have the following meanings:


 


“Adverse Disclosure”
means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors of the Company,
after consultation with outside counsel to the Company: (i) would be required to be made in any Registration Statement filed
with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued
use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing
publicly.


 


“Affiliate” means, with
respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or
is controlled by, or is under common control with, such specified Person or (b) in the event that the specified Person is
a natural Person, a Member of the Immediate Family of such Person; provided, that the Company and each of its subsidiaries
shall be deemed not to be Affiliates of the Principal Investor. As used in this definition, the term “control” means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.


 


“Agreement” shall have
the meaning set forth in the Preamble.


 


“Business Day” means
any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City
of New York, and on which the SEC is open for business.


 


“Class A Common Stock”
shall have the meaning set forth in the Recitals.


 


“Class B Common Stock”
shall have the meaning set forth in the Recitals.


 


“Class B Units”
shall have the meaning set forth in the Recitals.


 


“Common Stock” shall
have the meaning set forth in the Recitals.


 


“Company” shall have
the meaning set forth in the preamble to this Agreement.


 


“Demand Notice” shall
have the meaning set forth in Section 3.1.3.


 


“Demand Registration”
shall have the meaning set forth in Section 3.1.1(a).


 


“Demand Registration Request”
shall have the meaning set forth in Section 3.1.1(a).


 


“Demand Registration Statement”
shall have the meaning set forth in Section 3.1.1(c).


 






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“Demand Suspension” shall
have the meaning set forth in Section 3.1.6.


 


“Demanding Holder” means
a Qualified Holder after exercising its right to request a Demand Registration pursuant to Section 3.1.


 


“Exchange” means the
exchange of Class B Units for shares of Class A Common Stock pursuant to the LLC Agreement.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder,
all as the same shall be in effect from time to time.


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


“Holders” shall have
the meaning set forth in the preamble to this Agreement.


 


“IPO” shall have the
meaning set forth in the Recitals.


 


“Issuer Free Writing Prospectus”
means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable
Securities.


 


“Issuer Shares” means
the shares of Common Stock or other equity securities of the Company, and any securities into which such shares of Common Stock
or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of
such shares of Common Stock or other equity securities.


 


“LLC Agreement” means
the Second Amended and Restated Limited Liability Company Agreement of Wayne Farms LLC, dated as of [●], 2015, as amended,
supplemented or restated, in each case in accordance with its terms.


 


“Loss” shall have the
meaning set forth in Section 3.9.1.


 


“Member of the Immediate Family”
means, with respect to any Person who is a natural person, (a) each parent, spouse (but not including a former spouse or a
spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee,
solely in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.


 


“Participation Conditions”
shall have the meaning set forth in Section 3.2.5(b).


 


“Permitted Transferee”
shall have the meaning set forth in Section 4.4.


 


“Person” means any individual,
partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity
or division, or any government, governmental department or agency or political subdivision thereof.


 


“Piggyback Notice” shall
have the meaning set forth in Section 3.3.1.


 


“Piggyback Registration”
shall have the meaning set forth in Section 3.3.1.


 






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“Potential Takedown Participant”
shall have the meaning set forth in Section 3.2.5(b).


 


“Principal Investor”
shall have the meaning set forth in the preamble to this Agreement.


 


“Pro Rata Portion” means,
with respect to each Holder requesting that its shares be registered pursuant to a Demand Registration or sold in a Public Offering,
a number of such shares equal to the aggregate number of Registrable Securities to be registered in such Demand Registration or
sold in such Public Offering (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction,
the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which is the
aggregate number of Registrable Securities held by all Holders requesting that their Registrable Securities be registered in such
Demand Registration or sold in such Public Offering.


 


“Prospectus” means (i) the
prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective
amendments, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.


 


“Public Offering” means
the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act
(other than a Registration Statement on Form S-4 or Form S-8 or any successor form).


 


“Qualified Holder” shall
mean any Holder who is a Principal Investor or any other Holders who, individually or collectively, propose to register under the
Securities Act at least 1% of the then-outstanding Common Stock.


 


“Registrable Securities”
means (i) all shares of Class A Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible
security (including shares of Class A Common Stock issuable upon Exchange) and (ii) all shares of Class A Common Stock directly
or indirectly issued or issuable with respect to the securities referred to in clause (i) above by way of unit or stock dividend
or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such Registration Statement, (y) such securities shall have been
Transferred to the public pursuant to Rule 144, or (z) such securities shall have ceased to be outstanding.


 


“Registration” means
registration under the Securities Act of the offer and sale to the public of any Issuer Shares under a Registration Statement.
The terms “register”, “registered” and “registering” shall have correlative
meanings.


 


“Registration Expenses”
shall have the meaning set forth in Section 3.8.


 


“Registration Statement”
means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the
related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and
all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and
related Prospectus) filed on Form S-4 or Form S-8 or any successor form thereto.


 






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“Representatives” means,
with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.


 


“Requisite Investor Approval”
means the approval of the Principal Investor; provided, that, for purposes of this definition, the Principal Investor shall
be deemed to have approved an action to the extent that the Principal Investor or its Affiliates holding a majority of the Issuer
Shares held by the Principal Investor and its Affiliates vote in favor of, or provide their written consent to, such action.


 


“Reorganization Transactions”
shall have the meaning set forth in the Recitals.


 


“Rule 144” means Rule
144 under the Securities Act (or any successor Rule).


 


“SEC” means the Securities
and Exchange Commission or any successor agency having jurisdiction under the Securities Act.


 


“Securities Act” means
the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as
the same shall be in effect from time to time.


 


“Shelf Period” shall
have the meaning set forth in Section 3.2.3.


 


“Shelf Registration”
shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf Registration Notice”
shall have the meaning set forth in Section 3.2.2.


 


“Shelf Registration Request”
shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf Registration Statement”
shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf Suspension” shall
have the meaning set forth in Section 3.2.4.


 


“Shelf Takedown Notice”
shall have the meaning set forth in Section 3.2.5(b).


 


“Shelf Takedown Request”
shall have the meaning set forth in Section 3.2.5(a).


 


“Transfer” means, with
respect to any Registrable Security, any interest therein, or any other securities or equity interests, a direct or indirect transfer,
sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an
option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial
process or otherwise. “Transferred” shall have a correlative meaning.


 






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“Underwritten Shelf Takedown”
means an underwritten Public Offering pursuant to an effective Shelf Registration Statement.


 


“WKSI” means any Securities
Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility
determination date specified in paragraph (2) of that definition.


 


Section 2.2           
Other Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.


 


(b)              
The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement
as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement
unless otherwise specified.


 


(c)               
The term “including” is not limiting and means “including without limitation.”


 


(d)              
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation
of this Agreement.


 


(e)               
Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.


 


ARTICLE III



REGISTRATION RIGHTS


 


The Company will perform and comply, and
cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder
will perform and comply with such of the following provisions as are applicable to such Holder.


 


Section 3.1           
Demand Registration.


 


Section 3.1.1.   
Request for Demand Registration.


 


		(a)	Following the effective date of this agreement, any one or more of the Qualified Holders shall have the right to make a written
request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of
the Registrable Securities held by such Qualified Holders. Any such Registration pursuant to a Demand Registration Request shall
hereinafter be referred to as a “Demand Registration.”



 


		(b)	Each Demand Registration Request shall specify (x) the kind and aggregate amount of Registrable Securities to be registered,
and (y) the intended method or methods of disposition thereof.



 



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		(c)	Upon receipt of the Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement
(a “Demand Registration Statement”), as specified in the Demand Registration Request for such Demand Registration,
relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly
declared effective under the Securities Act.



 


Section 3.1.2.   
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration
(i) less than one hundred and eighty (180) days following the effectiveness of the IPO or (ii) if a Demand Registration
was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise
consented to by the Company’s Board of Directors).


 


Section 3.1.3.   
Demand Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event
more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”)
of any such Demand Registration Request to all other Holders and the Demand Notice shall offer each such Holder the opportunity
to include in the Demand Registration that number of Registrable Securities as each such Holder may request in writing. The Company
shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written
requests for inclusion therein within two (2) Business Days after the date that the Demand Notice was delivered.


 


Section 3.1.4.   
Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable Securities be included
in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included
in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration
Statement. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from
all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand
Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement.


 


Section 3.1.5.   
Effective Registration. The Company shall use reasonable best efforts to cause the Demand Registration Statement
to become effective and remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate
when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand
Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter
or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter
or dealer.


 






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Section 3.1.6.   
Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration
Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice
of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement
(a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise
a Demand Suspension for a period exceeding thirty (30) days on any one occasion or for more than ninety (90) days in the aggregate
during any twelve (12)-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus
in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred
to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension, amend or supplement
the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of
copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary,
supplement or make amendments to the Demand Registration Statement, if required by the registration form used by the Company for
the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations
promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included
in such Demand Registration Statement.


 


Section 3.1.7.   
Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of
a proposed underwritten Public Offering of the Registrable Securities included in a Demand Registration, advise the Company in
writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the
number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution
of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall
be in the case of any Demand Registration (x) first, allocated to each Holder that has requested to participate in such Demand
Registration an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or
sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second,
and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion
of such managing underwriter or underwriters can be sold without having such adverse effect; provided, however, that
Registrable Securities held by a Principal Investor shall not be subject to reduction pursuant to this Section 3.1.7 without
its prior consent.


 


Section 3.1.8.   
Resale Rights. In the event that a Holder requests to participate in a Registration pursuant to this Section 3.1
in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale
by such partners or members, if requested by such Holder.


 






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Section 3.2           
Shelf Registration.


 


Section 3.2.1.   
Request for Shelf Registration.


 


		(a)	Upon the written request of one or more Qualified Holders from time to time following the effective date of this agreement
(a “Shelf Registration Request”), the Company shall promptly file with the SEC a shelf Registration Statement
pursuant to Rule 415(a)(1)(x) under the Securities Act (“Shelf Registration Statement”) relating to the offer
and sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected
by such Holders and set forth in the Shelf Registration Statement and the Company shall use its reasonable best efforts to cause
such Shelf Registration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf
Registration Request shall hereinafter be referred to as a “Shelf Registration.”



 


		(b)	If on the date of the Shelf Registration Request: (i) the Company is a WKSI, then the Shelf Registration Request may request
Registration of an unspecified amount of Registrable Securities; and (ii) the Company is not a WKSI, then the Shelf Registration
Request shall specify the aggregate amount of Registrable Securities to be registered. The Company shall provide to any Holder,
at such Holder’s request, the information necessary to determine the Company’s status as a WKSI upon request.



 


Section 3.2.2.   
Shelf Registration Notice. Promptly upon receipt of a Shelf Registration Request (but in no event more than three
(3) Business Days thereafter), the Company shall deliver a written notice (a “Shelf Registration Notice”)
of any such request to all other Holders, which notice shall specify, if applicable, the amount of Registrable Securities to be
registered, and the Shelf Registration Notice shall offer each such Holder the opportunity to include in the Shelf Registration
that number of Registrable Securities as each such Holder may request in writing. The Company shall include in such Shelf Registration
all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within two
(2) Business Days after the date that the Shelf Registration Notice has been delivered.


 


Section 3.2.3.   
Continued Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement
continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement
to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant
to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date
as of which all included securities have otherwise ceased to be Registrable Securities (such period of effectiveness, the “Shelf
Period”). Subject to Section 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to
keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to
take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any
Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is
required by applicable law. The Company shall not include in a Shelf Registration Statement any securities to be offered and sold
for the Company’s own account without the prior approval of the Principal Investor if any Registrable Securities of the Principal
Investor are included in such Shelf Registration Statement.


 






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Section 3.2.4.   
Suspension of Registration. If the continued use of such Shelf Registration Statement at any time would require the
Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend
use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company
shall not be permitted to exercise a Shelf Suspension for a period exceeding thirty (30) days on any one occasion or for more than
ninety (90) days in the aggregate during any twelve (12)-month period. In the case of a Shelf Suspension, the Holders agree to
suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable
Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the
termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement
or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may
reasonably request. The Company shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required
by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration
form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders.


 


Section 3.2.5.   
Shelf Takedown.


 


		(a)	At any time during which the Company has an effective Shelf Registration Statement, by notice to the Company specifying the
intended method or methods of disposition thereof, any Principal Investor or Holders of Registrable Securities included in such
Registration Statement representing at least one percent (1%) of the then-outstanding Common Stock may make a written request
(a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown,
of all or a portion of such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as
soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose.



 



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		(b)	Promptly upon receipt of a Shelf Takedown Request (but in no event more than three (3) Business Days thereafter) for any
Underwritten Shelf Takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder
with Registrable Securities covered by the applicable Shelf Registration Statement, or to all other Holders if such Registration
Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each
such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities
as each such Potential Takedown Participant may request in writing. The Company shall include in the Underwritten Shelf Takedown
all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within two
(2) Business Days after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s
participation in an Underwritten Shelf Takedown shall be on the same terms as the Holders who made the Shelf Takedown Request.
Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential
Takedown Participant, except that such participation may be conditioned on the Underwritten Shelf Takedown being completed within
ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions)
to such Potential Takedown Participant of not less than ninety percent (90%) of the closing price for the shares on their principal
trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the
“Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation
Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the
timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined
by the Holders of a majority of the Registrable Securities offered by the Holders who made the applicable Shelf Takedown Request.



 


		(c)	The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or
an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company’s
Board of Directors).



 


Section 3.2.6.   
Priority of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters of a proposed
Underwritten Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number
of securities requested to be included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such
Underwritten Shelf Takedown without being likely to have a significant adverse effect on the price, timing or distribution of the
securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering
shall be (x) first, allocated to each Holder that has requested to participate in such Underwritten Shelf Takedown an amount
equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and
(ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all the securities
referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter
or underwriters can be sold without having such adverse effect; provided, however, that Registrable Securities held
by a Principal Investor shall not be subject to reduction pursuant to this Section 3.2.6 without its prior consent.


 






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Section 3.2.7.   
Resale Rights. In the event that a Holder elects to request a Registration pursuant to this Section 3.2 in connection
with a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners
or members, if requested by the Holder.


 


Section 3.3           
Piggyback Registration.


 


Section 3.3.1.   
Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to
conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other
Persons (other than (i) a Registration under Sections 3.1 or 3.2, (ii) a Registration on Form S-4 or Form S-8 or
any successor form to such Forms, (iii) a Registration of securities solely relating to an offering and sale to employees
or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement
or (iv) pursuant to a rights offering), then, as soon as practicable (but in no event less than ten (10) Business Days prior
to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing
or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public
Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration
Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing
(a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration
Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within
two (2) Business Days after the receipt by such Holder of any such notice; provided, however, that if at any
time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration
Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine
for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written
notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register or sell, shall
be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering
(but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights
of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or
an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay
Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may
be, shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering
or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten,
then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall
make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten
offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder
making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements
so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part
of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company
of its request to withdraw; provided, that such request must be made in writing prior to the effectiveness of such Registration
Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing
of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date.


 






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Section 3.3.2.   
Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable
Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their
opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number
that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution
of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall
be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other
than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second,
and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in
the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be
allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the
number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such
Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have
been included in such Registration, any other securities eligible for inclusion in such Registration.


 


Section 3.3.3.   
No Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under
this Section 3.3 shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company
of its obligations under Sections 3.1 and 3.2.


 


Section 3.4         Lock-Up
Agreements. In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3
conducted as an underwritten Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver
a “lock-up” agreement with the underwriter(s) of such Public Offering in the same form as is entered into by the
Principal Investor with the underwriter(s) of such Public Offering.


 






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Section 3.5           
Registration Procedures.


 


Section 3.5.1.   
Requirements. In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the Company
shall use its reasonable best efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance
with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith
the Company shall:


 


		(a)	prepare the required Registration Statement, including all exhibits and financial statements required under the Securities
Act to be filed therewith, and, before filing a Registration Statement or Prospectus or any amendments or supplements thereto,
(x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement,
copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such Holders
and their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing thereof as
such Holders, or their counsel, may reasonably request and (z) except in the case of a Registration under Section 3.3,
not file any Registration Statement or Prospectus or amendments or supplements thereto to which the Principal Investor, or the
underwriters, if any, shall reasonably object;



 


		(b)	prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements
to the Prospectus as may be (x) reasonably requested by the Principal Investor with Registrable Securities covered by such
Registration Statement, (y) reasonably requested by any participating Holder (to the extent such request relates to information
relating to such Holder), or (z) necessary to keep such Registration Statement effective for the period of time required by
this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all
securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition
by the sellers thereof set forth in such Registration Statement;



 


		(c)	notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice
in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by
the Company (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and
when the applicable Prospectus or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC,
or any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement
or such Prospectus, or for additional information (whether before or after the effective date of the Registration Statement) or
any other correspondence with the SEC relating to, or which may affect, the Registration, (c) of the issuance by the SEC of
any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority
preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for
such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement
cease to be true and correct in all material respects and (e) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose;



 



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		(d)	promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of
the happening of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration
Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make
the statements therein (in the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which
they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information
contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or
supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably
practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter
or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which shall correct such misstatement
or omission or effect such compliance;



 


		(e)	to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files
any Shelf Registration Statement, and to the extent requested by the Holders whose Registrable Securities are included in such
Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required
by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the
initial offering of the securities by the Holders) in order to ensure that the Holders may be added to such Shelf Registration
Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;



 


		(f)	use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing
or suspending the use of any preliminary or final Prospectus;



 



    	15



    	 



    




		(g)	promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information
as the managing underwriter or underwriters and the Holders of a majority of Registrable Securities being sold agree should be
included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings
of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after
being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective
amendment;



 


		(h)	furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter
may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto,
including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those
incorporated by reference);



 


		(i)	deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including
each preliminary prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may
reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being
understood that the Company shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling
Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus
or any amendment or supplement thereto);



 


		(j)	on or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to
register or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective
counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities
or “Blue Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters,
if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary
or advisable to keep such Registration or qualification in effect for such period as required by Section 3.1 or Section 3.2,
as applicable, provided, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any
such jurisdiction where it is not then so subject;



 


		(k)	cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation
and delivery of certificates (or dematerialized evidence of ownership) representing Registrable Securities to be sold and not bearing
any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the
applicable Holder or managing underwriters may request at least two (2) Business Days prior to any delivery of such Registrable
Securities;



 



    	16



    	 



    




		(l)	use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;



 


		(m)	not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities
and make all arrangements necessary for the Registrable Securities to be eligible for deposit with The Depository Trust Company;



 


		(n)	make such representations and warranties to the Holders whose Registrable Securities are being registered, and their underwriters
or agents, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering
then being undertaken;



 


		(o)	enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions
as the participating Holders or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate
the Registration and disposition of such Registrable Securities;



 


		(p)	in the case of an underwritten Public Offering, obtain for delivery to the Holders participating in such Public Offering and
to the underwriter or underwriters, if any, an opinion or opinions (including a “negative assurance” or “disclosure
letter”) from counsel for the Company dated the date of the closing under the underwriting agreement, in customary form,
scope and substance, which opinions shall be reasonably satisfactory to such Holders or underwriters, as the case may be, and their
respective counsel;



 


		(q)	in the case of an underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters,
with copies to the Holders participating in the Public Offering or sale, a comfort letter from the Company’s independent
certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or
independent auditors of any subsidiary of the Company or any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration Statement) and a letter from any other expert named in
the Registration Statement in customary form and covering such matters of the type customarily covered by such letters as the managing
underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the
closing under the underwriting agreement;







    	17



    	 



    

 


		(r)	cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;



 


		(s)	use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make
available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a)
of the Securities Act and the rules and regulations promulgated thereunder;



 


		(t)	provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable
Registration Statement from and after a date not later than the effective date of such Registration Statement;



 


		(u)	use its best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each
securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation
system on which any of the Company’s equity securities are then quoted;



 


		(v)	make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed
by the Principal Investor (or, if the Principal Investor is not participating in the Registration Statement, by the majority of
the Holders covered by the applicable Registration Statement), by any underwriter participating in any disposition to be effected
pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Holders or any such underwriter,
all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the
Company’s officers, directors and employees and the independent public accountants who have certified its financial statements
to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such
Person in connection with such Registration Statement; provided, however, that any such Person gaining access to
information regarding the Company pursuant to this Section 3.5.1 (v) shall agree to hold in strict confidence and shall
not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential,
and of which determination such Person is notified, unless (a) the release of such information is requested or required (by
deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (b) disclosure
of such information, in the opinion of counsel to such Person, is otherwise required by law, (c) such information is or becomes
publicly known other than through a breach of this Agreement or any other agreement of which such Person has knowledge, (d) such
information is or becomes available to such Person on a nonconfidential basis from a source other than the Company or (e) such
information is independently developed by such Person;



 



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		(w)	in the case of a marketed Public Offering, cause the senior executive officers of the Company to participate in the customary
“road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such
offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary
selling efforts related thereto;



 


		(x)	take no direct or indirect action prohibited by Regulation M under the Exchange Act;



 


		(y)	take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies
in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby,
is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus,
will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and



 


		(z)	take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition
of such Registrable Securities in accordance with the terms of this Agreement.



 


Section 3.5.2.   
Company Information Requests. The Company may require each seller of Registrable Securities as to which any Registration
or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other
information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably
request in writing and the Company may exclude from such Registration or sale the Registrable Securities of any such Holder who
unreasonably fails to furnish such information within a reasonable time after receiving such request. Each Holder agrees to furnish
such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with
the provisions of this Agreement.


 






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Section 3.5.3.   
Discontinuing Registration. Each Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3.5.1(d), such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3.5.1 (d) or until such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference
in the Prospectus, or any amendments or supplements thereto, 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 Holder’s possession, of
the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall
give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall
be extended by the number of days during the period from and including the date of the giving of such notice to and including the
date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented
or amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that the use of the Prospectus
may be resumed.


 


Section 3.6           
Underwritten Offerings.


 


Section 3.6.1.   
Shelf and Demand Registration. If requested by the underwriters for any underwritten Public Offering, pursuant to
a Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters,
such agreement to be reasonably satisfactory in substance and form to each of the Company, the Principal Investor and the underwriters,
and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements
of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9. The Holders
of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation
of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof.
Such Holders shall be parties to such underwriting agreement, which underwriting agreement shall: (i) contain such representations
and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily
made by issuers to selling stockholders in public offerings similar to the applicable offering; and (ii) provide that any
or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions
precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or warranties to
or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder,
such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations
required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed
such Holder’s net proceeds from such offering.


 






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Section 3.6.2.   
Piggyback Registrations. If the Company proposes to register or sell any of its securities under the Securities Act
as contemplated by Section 3.3 and such securities are to be distributed through one or more underwriters, the Company shall,
if requested by any Holder pursuant to Section 3.3 and, subject to the provisions of Section 3.3.2, use its reasonable
best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such
Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to
be distributed by such underwriters in such Registration or sale. The Holders of Registrable Securities to be distributed by such
underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement
shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for
the benefit of such Holders as are customarily made by issuers to selling stockholders in secondary public offerings and (ii) provide
that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall
be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding
such Holder, such Holder’s title to the Registrable Securities and such Holder’s intended method of distribution or
any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of
such Holder shall not exceed such Holder’s net proceeds from such offering.


 


Section 3.6.3.   
Participation in Underwritten Registrations. Subject to the provisions of Section 3.6.1 and Section 3.6.2
above, no Person may participate in any underwritten Public Offering, hereunder unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such
arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements.


 


Section 3.6.4.   
Selection of Underwriters. In the case of an underwritten Public Offering, under Sections 3.1 or 3.2, the managing
underwriter or underwriters to administer the offering shall be determined by the Principal Investor if the Principal Investor
is participating in such Public Offering, or by the Holders of a majority of the Registrable Securities included in such Public
Offering if the Principal Investor is not participating in such Public Offering; provided, that such underwriter or underwriters
shall be reasonably acceptable to the Company.


 


Section 3.7           
No Inconsistent Agreements; Additional Rights. Neither the Company nor any of its subsidiaries shall hereafter enter
into, and neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders by this Agreement. Without Requisite Investor Approval, neither the
Company nor any of its subsidiaries shall enter into any agreement granting registration or similar rights to any Person, and the
Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any
other Person other than pursuant to this Agreement.


 






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Section 3.8           
Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement
shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with
filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities
or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with
blue sky qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone,
facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible
for deposit with The Depository Trust Company and of printing Prospectuses), (iv) all fees and disbursements of counsel for
the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries of
the Company (including the expenses of any special audit and comfort letters required by or incident to such performance), (v) Securities
Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary
underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on
any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable
rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel
for the Holders (who shall be selected by the Principal Investor if the Principal Investor is participating in the relevant Registration,
or by the Holders of a majority of the Registrable Securities included in the relevant Registration if the Principal Investor is
not participating), (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities,
(x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder
or its Permitted Transferees, (xi) all fees and expenses of any special experts or other Persons retained by the Company in
connection with any Registration or sale, (xii) all of the Company’s internal expenses (including all salaries and expenses
of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to the “roadshow”
for any underwritten Public Offering (including the reasonable out-of-pocket expenses of the Principal Investor), including all
travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses”. The Company
shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an
offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable
to the sale of Registrable Securities.


 


Section 3.9           
Indemnification.


 


Section 3.9.1.   
Indemnification by the Company. The Company shall indemnify and hold harmless, to the full extent permitted by law,
each Holder, each shareholder, member, limited or general partner thereof, each shareholder, member, limited or general partner
of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders,
employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such
Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims,
damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss”
and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a
material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the
Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement
thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company
or any of its subsidiaries including any report and other document filed under the Exchange Act, (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case
of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading or (iii) any
violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation
applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration,
disclosure document or other document or report; provided, that no selling Holder shall be entitled to indemnification pursuant
to this Section 3.9.1 in respect of any untrue statement or omission contained in any information furnished in writing by
such selling Holder to the Company specifically for inclusion in a Registration Statement that has not been corrected in a subsequent
writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. This indemnity
shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities
by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within
the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification
of the indemnified parties.


 






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Section 3.9.2.   
 Indemnification by the Selling Holders. Each selling Holder agrees (severally and not jointly) to indemnify and
hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the
Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any
untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold
under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or
supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus,
in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that
such untrue statement or omission is contained in any information furnished in writing by such selling Holder to the Company specifically
for inclusion in such Registration Statement that has not been corrected in a subsequent writing prior to or concurrently with
the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder from the sale of Registrable
Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.9.4 and
any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.
The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification)
with respect to information furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.


 


Section 3.9.3.   
 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or
failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent,
if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however,
that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate
in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the
indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume
the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification
hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded
(based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based
upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such
claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on
behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle
such action without the consent of the indemnified party. No indemnifying party shall 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 an unconditional release from all liability in respect to such claim or litigation without the prior written consent of
such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to
any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It
is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.9.3, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements
or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment
of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has
reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from
or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist
(based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each
of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or
counsels.


 






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Section 3.9.4.   
 Contribution. If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is
unavailable to an indemnified party (other than as a result of exceptions contained in Section 3.9.1 and Section 3.9.2)
or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements
or omissions that resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration
Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party
on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant
to this Section 3.9.4 were determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in this Section 3.9.4. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred
to in Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 3.9.4, in connection with any Registration Statement filed by the Company,
a selling Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by
such holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such
Holder pursuant to Section 3.9.2 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting
agreement, if any, related to such sale. If indemnification is available under this Section 3.9, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the
provisions of this Section 3.9.4. The remedies provided for in this Section 3.9 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any indemnified party at law or in equity.


 


Section 3.10       
Rules 144 and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary
to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities
Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and the Company
will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted
by this Agreement and within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities
Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.
Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with
such requirements and, if not, the specifics thereof.


 






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Section 3.11       
Existing Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and
regulation, the Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement
become effective by a specified date by designating, by notice to the Holders, a Registration Statement that previously has been
filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such
obligation, and all references to any such obligation shall be construed accordingly; provided, that such previously filed
Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable
Securities, and, to the extent necessary, to identify as selling stockholders those Holders demanding the filing of a Registration
Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other
Registration Statements by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having
such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant
Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer
to such designated Registration Statement, as amended.


 


ARTICLE IV



MISCELLANEOUS


 


Section 4.1           
Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf
of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This
Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto,
or to constitute any of such parties members of a joint venture or other association. The Company and its subsidiaries shall be
jointly and severally liable for all obligations of each such party pursuant to this Agreement.


 


Section 4.2           
Notices. Any notices, requests, demands and other communications required or permitted in this Agreement shall be
effective if in writing and (i) delivered personally, (ii) sent by facsimile or e-mail, or (iii) sent by overnight
courier, in each case, addressed as follows:


 


If to the Company to:



Wayne Farms, Inc.

4110 Continental Drive

Oakwood, GA 30566

(770) 538-2127

Attention: General Counsel

Facsimile:770-538-2164

E-mail:Barb.Mistarz@waynefarms.com


 






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with a copy (which shall not
constitute notice) to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Raphael M. Russo

                     Steven
J. Williams

Facsimile: (212) 492-0309

E-mail: rrusso@paulweiss.com

             swilliams@paulweiss.com


 


If to the Principal Investor
to:



c/o Continental Grain Company

767 Fifth Avenue, 15th Floor

New York, NY 10153


Attention: General Counsel 


Facsimile: 212-207-5381


E-mail:
michael.mayberry@conti.com




 


Unless otherwise specified herein, such
notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on
the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business
Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. Each of the parties hereto shall
be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.


 


Section 4.3           
Termination and Effect of Termination. This Agreement shall terminate upon the date on which no Holder holds any
Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination
under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated,
each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with
respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.


 


Section 4.4           
Permitted Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as
set forth below) in connection with a Transfer of Class B Units or Registrable Securities effected in accordance with the terms
of the LLC Agreement and this Agreement to a Person who, if not already a Holder, has delivered to the Company a written acknowledgment
and agreement in form and substance reasonably satisfactory to the Company that such Person will be bound by, and will be a party
to, this Agreement (a “Permitted Transferee”). A Permitted Transferee to whom rights are transferred pursuant to this
Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.


 






    	26



    	 



    

Section 4.5           
Remedies. The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event
of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any
breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto shall be entitled
to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including
preliminary or temporary relief) as may be appropriate in the circumstances. No delay of or omission in the exercise of any right,
power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair
any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be
deemed a waiver of any other breach or default occurring before or after that waiver.


 


Section 4.6           
Amendments. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver
of any of its terms be effective. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may
be waived, only by an agreement in writing signed by the Company and the Principal Investor if at the time the Principal Investor
is a Holder of any Registrable Securities (or if the Principal Investor is no longer a Holder, then by the Holders of a majority
of the then-outstanding Registrable Securities). Each such amendment, modification, extension or termination shall be binding upon
each party hereto and each other Holder. In addition, each party hereto may waive any right hereunder by an instrument in writing
signed by such party.


 


Section 4.7           
Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject
matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York
without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive
laws of any other jurisdiction.


 


Section 4.8           
Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action,
claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon
this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law,
and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper,
or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees
not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before
one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal
of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any
court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing,
to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification
rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause
(i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment
of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process
in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified
mail, return receipt requested, at its address specified pursuant to Section 4.2 hereof is reasonably calculated to give actual
notice.


 






    	27



    	 



    

Section 4.9           
WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY
WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION
ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES
THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE
RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


Section 4.10       
Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject
matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter,
and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors
and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective
rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties
hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.


 


Section 4.11       
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one instrument.


 


Section 4.12       
Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in
any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent
compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof
should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.


 


Section 4.13       
No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder
covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with
this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of
any Holder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or
employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner
or member of any Holder or of any Affiliate or assignee thereof, as such, for any obligation of any Holder under this Agreement
or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason
of such obligations or their creation.


 


[Signature pages follow]


 






    	28



    	 



    

IN WITNESS WHEREOF, each of the undersigned
has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto
duly authorized) under seal as of the date first above written.


 





	 	Wayne Farms, Inc.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 		Title:	 






 


 


 


[Signature Page to Registration Rights Agreement]






    	 



    	 



    

 





	 	Wayne Farms Holdings LLC	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 


 





 


 


 


 


 


 


 




 


 





[Signature Page to Registration Rights Agreement]