EX-4.10



 Exhibit 4.10 
 EXECUTION VERSION 
 HD Supply, Inc. 

$675,000,000 11% Senior Secured Second Priority Notes due 2020 
 Exchange and Registration Rights Agreement 
 April 12, 2012

 GOLDMAN, SACHS & CO. 

MERRILL LYNCH, PIERCE, FENNER & SMITH 
   INCORPORATED 
 BARCLAYS CAPITAL INC. 

J.P. MORGAN SECURITIES LLC 
 CREDIT SUISSE
SECURITIES (USA) LLC 
 DEUTSCHE BANK SECURITIES INC. 
 WELLS FARGO SECURITIES, LLC 
 UBS SECURITIES LLC 

ROBERT W. BAIRD & CO. INCORPORATED 

BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, LLC 
 RAYMOND JAMES & ASSOCIATES, INC. 
 SUNTRUST ROBINSON HUMPHREY, INC. 

c/o Goldman, Sachs & Co. 

as Representative of the Initial Purchasers 
 200 West Street 
 New York, New York 10282 

Ladies and Gentlemen: 
 HD
Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I(b) to the Purchase Agreement (the
“Initial Purchasers”), for whom Goldman, Sachs & co. is acting as representative, an aggregate of $675,000,000 11% Senior Secured Second Priority Notes due 2020 of the Company (the “Notes”), which are
unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors, Wilmington Trust, National Association, as Trustee (the “Trustee”) and as
second priority notes collateral agent (the “Note Collateral Agent”), will enter into a second priority notes indenture, to be dated as of the date hereof (the “Indenture”). As an inducement to the Initial Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows: 
 1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement (this “Registration Rights Agreement”), the following terms shall have the following respective meanings: 
 “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this
Registration Rights Agreement. 







 “broker-dealer” shall mean any broker or dealer registered
with the Commission under the Exchange Act. 
 “Closing Date” shall mean the date on which the
Securities are initially issued. 
 “Commission” shall mean the United States Securities and
Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of
which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission
declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. 
 “Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii)
or Section 3(d)(iii) hereof and the instructions set forth in the Notice and Questionnaire. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof. 

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof. 

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.


  
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 “Exchange Securities” shall have the meaning assigned
thereto in Section 2(a) hereof. 
 “FINRA” shall have the meaning assigned thereto in
Section 3(d)(xvii) hereof. 
 “Guarantees” shall mean the Guarantees issued by each
Guarantor with respect to the Notes. 
 “holder” shall mean each of the Initial Purchasers and
other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. 

“Indenture” shall mean the Indenture, dated as of the date hereof, among the Company, the Guarantors and
Wilmington Trust, National Association, as Trustee and Note Collateral Agent, governing the Company’s $675,000,000 principal amount of 11% Senior Secured Second Priority Notes due 2020, as the same shall be amended or supplemented from time to
time. 
 “Issuer Free Writing Prospectus” shall mean any issuer free writing prospectus (as such
term is defined in Rule 433(h)(1) under the Securities Act) that has been prepared by the Company. 

“Majority Electing Holders” shall have the meaning assigned thereto in Section 3(d)(vi) hereof.

 “Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto, with such changes thereto as the Company may reasonably determine. 
 “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental
agency. 
 “Purchase Agreement” shall mean the Purchase Agreement, dated as of April 5,
2012 by and among the Company, the Guarantors and the Initial Purchasers relating to the Securities. 

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be
a Registrable Security upon the earliest to occur of the following: (i) the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that,
pursuant to the last sentence of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5 and 8 until resale of such Registrable
Security has been effected within the 90-day period referred 

  
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to in Section 2(a)); (ii) a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or
otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security
relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) the earliest date that is no less than 480 days after the date of the Indenture and on
which such Security would be eligible to be sold by a Person that is not an “affiliate” (as defined in Rule 144) of the Company pursuant to Rule 144 without volume restriction; or (v) such Security shall cease to be outstanding.

 “Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

 “Registration Default Period” shall have the meaning assigned thereto in
Section 2(c) hereof. 
 “Registration Expenses” shall have the meaning assigned
thereto in Section 4 hereof. 
 “Resale Period” shall have the meaning assigned thereto in
Section 2(a) hereof. 
 “Restricted Holder” shall mean (i) a holder that is an
affiliate of the Company within the meaning of Rule 405, (ii) a holder that acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder that has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in
exchange for Registrable Securities acquired by the broker-dealer directly from the Company. 
 “Rule
144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time. 

“Securities” shall mean the Notes to be issued and sold to the Initial Purchasers, and securities issued
in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the Guarantees and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the related Guarantees. 

  
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 “Securities Act” shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 
 “Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof. 
 “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof. 

“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 
 Unless the
context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Registration Rights Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Registration Rights Agreement as a whole and not to any particular Section or other subdivision. 
 2. Registration Under the Securities Act. 
 (a) Except as set forth in
Section 2(b) below, the Company and the Guarantors agree to use their respective commercially reasonable efforts to file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the
“Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors,
which debt securities and Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture
and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional
interest contemplated in Section 2(c) below or the liquidated damages provided in Section 2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Company and the Guarantors agree to use their
respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act within 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its commercially reasonable efforts to commence the Exchange Offer promptly after the Exchange
Registration Statement becomes effective, hold the Exchange Offer open for the period required by applicable law (including 

  
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pursuant to any applicable interpretation by the staff of the Commission), but in any event for at least 10 business days, and exchange the Exchange Securities for all Registrable Securities that
have been validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, the Company will be entitled to close the Exchange Offer 30 business days after the commencement thereof
(or at the end of such shorter period permitted by applicable law), provided that the Company has accepted all the Registrable Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree
(x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the
“Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed or such time as such broker-dealers
no longer own any Registrable Securities. 
 Each holder participating in the Exchange Offer shall be required to represent to
the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any
person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, or
if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does
not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making
activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus in connection with any resale of such Exchange Securities and (vi) such holder is
not acting on behalf of any person who could not truthfully make the foregoing representations. 
 (b) If (i) on or prior
to the time the Exchange Offer is consummated existing Commission interpretations are changed such that the Exchange Securities or the related Guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 360 days following the Closing Date, (iii) any Initial
Purchaser so requests with respect to Registrable Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it following consummation of the Exchange Offer or (iv) any holder (other than an Initial
Purchaser) shall be, and shall notify the Company that such holder is, prohibited by law or Commission policy from participating in the Exchange Offer or such holder may not resell the Exchange Securities acquired in the Exchange Offer to the public
without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not available for such 

  
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resales by such holder (other than in either case (x) due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act or (y) due to such
holder’s inability to make the representations set forth in the second paragraph of Section 2(a) hereof) and any such holder so requests, the Company and the Guarantors shall, in lieu of (or, in the case of clauses (iii) and
(iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their respective commercially reasonable efforts to file under the Securities Act as promptly as reasonably practicable, a “shelf” registration
statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities (or in the case of clause (iii), the Registrable Securities held by the Initial Purchasers), pursuant to
Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and the Guarantors agree to
use their respective commercially reasonable efforts (x) to cause the Shelf Registration Statement to become effective within 90 days after the date on which the obligation to file such Shelf Registration Statement arises and to use their
respective commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of the first anniversary of the Effective Time or such shorter period that will terminate when all the
Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or would be eligible to be sold by a person that is not an
“affiliate” (as defined in Rule 144) of the Company pursuant to Rule 144 without volume restriction; provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any
holder of Registrable Securities that is not then an Electing Holder to take any action reasonably necessary to identify such holder as a selling securityholder in the Shelf Registration Statement and include any disclosure necessary or advisable in
order to comply with the Securities Act or rules and regulations thereunder; provided, however, that (i) nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii) hereof and (ii) the Company shall not be required to take any such action with respect to any such holders more than once every quarter. The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act
or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly following its filing with the Commission. 

Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement (x) for up to an
aggregate of 60 days in any consecutive twelve-month period if (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not


  
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including avoidance of the Company’s obligations hereunder) as determined by the board of directors of the Company or an authorized committee thereof, including the acquisition or
divestiture of assets, or (y) with respect to a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, if such action occurs following the consummation of the
Exchange Offer; provided that the Company shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective. 
 (c) The Company and the Initial Purchasers agree that the holders of Registrable Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under this
Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. In the event that (i) Exchange Offer has not been consummated within 360 days after the Closing Date, or (ii) if a Shelf
Registration Statement required to be filed under Section 2(b) hereof is not declared effective on or before 90 days after the date on which the obligation to file the Shelf Registration Statement arises, or (iii) if any Shelf
Registration Statement required by Section 2(b) hereof is filed and declared effective, and during the period the Company and the Guarantors are required to use their respective commercially reasonable efforts to cause the Shelf
Registration Statement to remain effective, (x) the Company shall have suspended the Shelf Registration Statement pursuant to Section 2(b) hereof for more than 60 days in the aggregate in any consecutive twelve-month period and be
continuing to suspend the availability of the Shelf Registration Statement or (y) the Shelf Registration Statement shall cease to be effective (other than by action of the Company pursuant to the second paragraph of Section 2(b)
hereof) without being replaced within 90 days by a shelf registration statement that is filed and declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default” and each period during
which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the
Base Interest, shall accrue on Registrable Securities for the Registration Default Period (but only with respect to one Registration Default at any particular time) until such time as all Registration Defaults have been cured at a per annum rate of
0.25% for the first 90 days of the Registration Default Period, which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50% regardless of the number of Registration Defaults that shall have
occurred and be continuing. Following the cure of all Registration Defaults, the accrual of Special Interest will cease. A Registration Default under clause (ii) or (iii) will be deemed cured upon consummation of the Exchange
Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. 
 (d) If during the 90 day period referenced in the final sentence of the first paragraph of Section 2(a) hereof the Exchange Registration Statement is suspended by the Company or ceases to be
effective such that any broker-dealer that (i) receives Exchange Securities in the Exchange Offer and (ii) is subject to prospectus delivery requirements cannot fulfill such requirements, the Company shall pay liquidated damages to such
broker-dealers in an amount calculated in a manner consistent with that specified above with respect to Registration Defaults. 

  
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 (e) The Company and the Guarantors shall take all actions reasonably necessary or advisable
to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b)
hereof, as applicable. 
 (f) Any reference herein to a registration statement or prospectus as of any time shall be deemed to
include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed
to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. 
 3. Registration
Procedures. 
 If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply: 
 (a) At or before the Effective Time of the Exchange Registration or
the Shelf Registration, whichever may occur first, the Company shall qualify the Indenture under the Trust Indenture Act. 
 (b)
In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 

(c) In connection with the Company’s and each Guarantor’s obligations with respect to the registration of Exchange Securities
as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall: 
 (i) use their respective commercially reasonable efforts to prepare and file with the Commission an Exchange Registration Statement on any form which may be utilized by the Company and the Guarantors and
which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use their respective commercially reasonable efforts to cause such Exchange
Registration Statement to become effective within 270 days after the Closing Date; 
 (ii) prepare and file with
the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and
purposes contemplated 

  
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in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement,
and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act
and the rules and regulations of the Commission thereunder and the Trust Indenture Act, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities; 

(iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such
registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect
to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission or by the blue sky or securities commissioner or regulator of any state with respect to such
Exchange Registration Statement or prospectus or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Exchange Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose or (E) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the rules and regulations of the Commission
thereunder and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
then existing; 
 (iv) in the event that the Company and the Guarantors would be required, pursuant to
Section 3(c)(iii)(E) above, to notify any broker-dealers holding Exchange Securities, use their respective commercially reasonable efforts to prepare and furnish as soon as practicable to each such broker-dealer a reasonable number of copies of
a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and
the rules and regulations of the Commission thereunder and shall 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 in the
light of the circumstances then existing; 

  
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 (v) use their respective commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date; 

(vi) use their respective commercially reasonable efforts to (A) register or qualify the Exchange Securities under
the state securities laws or blue sky laws of such U.S. jurisdictions as any participating holder of the Registrable Securities reasonably requests in writing no later than the commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably
necessary to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor any Guarantor shall be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any
changes to its certificate of incorporation, bylaws or other organizational document, as applicable, or any agreement between it and any of its equityholders; 
 (vii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and 
 (viii) comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen
months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

 (d) In connection with the Company’s and each Guarantor’s obligations with respect to the Shelf Registration, if
applicable, the Company and each Guarantor shall: 
 (i) use its commercially reasonable efforts to prepare and
file with the Commission, within the time period specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities (or in the case of a
Shelf Registration Statement filed pursuant to Section 2(b)(iii), the Registrable Securities held by the Initial Purchasers) for resale by the holders thereof in accordance with such method or methods of disposition as may be specified
in the applicable Notice 

  
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and Questionnaire by such of the holders as, from time to time, may be Electing Holders and use their respective commercially reasonable efforts to cause such Shelf Registration Statement to
become effective within the time periods specified in 
 Section 2(b); 

(ii) not less than 15 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and
Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a
part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable
Securities shall have at least 13 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company; 

(iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable
Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration
Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company; 

(iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf
Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the
applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment as soon as practicable following its
filing with the Commission. Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement as provided in the second paragraph of Section 2(b); 

(v) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all of
the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement; 

  
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 (vi) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make reasonably available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by a representative of, and not more
than one counsel acting for, Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding (the “Majority Electing Holders”) and any underwriter participating in the
distribution of the Registrable Securities being sold (including any person who may be deemed an underwriter within the meaning of Section 2(a)(ii) of the Securities Act) such relevant financial and other pertinent information and books and
records of the Company, and use its commercially reasonable efforts to cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing investigation and information gathering shall be coordinated on behalf of all such parties by one counsel designated by and
on behalf of all such parties and provided, further, that each such party shall be required (pursuant to an agreement in form and substance reasonably satisfactory to the Company) to maintain in confidence and not to disclose to any other person any
information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise except
as a result of a breach of this or any other obligation of confidentiality to the Company known to such party), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement so that the Company, at its expense,
may undertake appropriate action to prevent disclosure of such information or records), or (C) in order to establish a due diligence defense, such person shall so disclose such information or (D) such information is required to be set
forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus, in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; 
 (vii) promptly notify each of the Electing Holders and any managing underwriter thereof and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment or related Issuer Free 

  
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Writing Prospectus, has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the
Commission or by the blue sky or securities commissioner or regulator of any state with respect to such Shelf Registration Statement or prospectus or any request by the Commission for amendments or supplements to such Shelf Registration Statement or
prospectus or related Issuer Free Writing Prospectus, or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation of any proceedings
for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose or
(E) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then existing; 

(viii) use their respective commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date; 
 (ix) if requested by any managing underwriter or the Majority Electing Holders, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such managing underwriter or such Majority Electing Holders shall specify should be included therein relating to the terms of the sale of such Registrable Securities, including information
with respect to the principal amount of Registrable Securities being sold by such Majority Electing Holders or to any underwriters, the names and descriptions of such Majority Electing Holders or underwriters, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by
such Majority Electing Holders or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after notification of the matters to be incorporated in such prospectus supplement
or post-effective amendment; 
 (x) furnish to each Electing Holder, and each underwriter, if any, thereof such
number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus), and any
related Issuer Free Writing Prospectus, in 

  
 14 









 
conformity in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, as such Electing Holder and underwriter, if
any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder or underwritten by such underwriter and to permit such Electing Holder and underwriter, if any, to satisfy
the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary prospectus) and any amendment or supplement thereto and any related Issuer Free Writing Prospectus,
by each such Electing Holder and by any such underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such
preliminary prospectus) or any supplement or amendment thereto; 
 (xi) use their respective commercially
reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such state securities laws or blue sky laws of such U.S. jurisdictions as any Electing Holder and managing
underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the
period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder or underwriter to complete its distribution of Securities pursuant to such Shelf
Registration Statement and (C) take any and all other actions as may be reasonably necessary to enable each such Electing Holder and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities;
provided, however, that neither the Company nor any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(d)(xi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation, bylaws or other organizational document, or any agreement
between it and any of its equityholders; 
 (xii) unless any Registrable Securities shall be in book-entry only
form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter may request a reasonable amount of time prior to any sale of the
Registrable Securities; 
 (xiii) provide a CUSIP number for all Registrable Securities, not later than the
applicable Effective Time; 

  
 15 









 (xiv) enter into one or more underwriting agreements in customary form,
including customary provisions relating to indemnification and contribution, and use their respective commercially reasonable efforts to take such other actions, if any, in connection therewith as any Electing Holders aggregating at least 20% in
aggregate principal amount of the Registrable Securities at the time outstanding shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; 

(xv) if requested by the Majority Electing Holders or if the offering contemplated by the Shelf Registration is an
underwritten offering, use their respective commercially reasonable efforts to (A) make such representations and warranties to the Electing Holders and the underwriters, if any, thereof in form, substance and scope as are customarily made in
connection with an offering of debt securities pursuant to any underwriting agreement; (B) obtain an opinion of counsel to the Company in customary form subject to customary limitations, assumptions and exclusions and covering such matters, of
the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed
to the Electing Holders and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable
Securities, dated the date of the closing under the underwriting agreement relating thereto); (C) obtain a “cold comfort” letter or letters from the independent certified public accountants of the Company addressed to the selling
Electing Holders or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) if such Shelf Registration Statement contemplates an underwritten offering, dated the date of the closing
under the underwriting agreement relating thereto, such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72; and (D) deliver such customary documents and certificates, including officers’ certificates, as may be reasonably requested by the Majority Electing Holders and the
managing underwriters, if any, thereof; 
 (xvi) notify in writing each holder of Registrable Securities of any
proposal by the Company to amend or waive any provision of this Registration Rights Agreement pursuant to Section 8(g) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the
amendment or waiver proposed or effected, as the case may be; 
 (xvii) in the event that any broker-dealer
registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate (within the meaning of the Conduct Rules (the “Conduct Rules”) of the Financial Industry
Regulatory Authority, Inc. (“FINRA”) or any 

  
 16 









 
successor thereto, as amended from time to time) thereof as an underwriter, use commercially reasonable efforts to provide information to assist such broker-dealer in complying with the
requirements of such Conduct Rules; 
 (xviii) comply in all material respects with all applicable rules and
regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the
Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); and 
 (xix) take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any registration covered by Section 4(d) is filed in accordance with the
Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, will not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statement therein, in the light of the circumstances under which they were made, not misleading. 
 (e) In the event
that the Company would be required, pursuant to Section 3(d)(vii)(E) above, to notify the Electing Holders and the managing underwriters, if any, thereof, the Company shall as soon as practicable prepare and furnish to each of the Electing
Holders and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to
the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and shall 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 in the light of the circumstances then existing. Each broker-dealer and Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(c)(iii)(E) or
Section 3(d)(vii)(E) hereof, such broker-dealer or Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Exchange Registration Statement or Shelf Registration Statement applicable to such
Registrable Securities until such broker-dealer or Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such broker-dealer or Electing Holder shall deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, then in such broker-dealer’s or Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. 

(f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice
and Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be
required in order to comply with the 

  
 17 









 
Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing
Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to
be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, 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 in the light of the circumstances then existing. 
 4.
Registration Expenses. 
 The Company and the Guarantors, jointly and severally, agree to bear and to pay or cause to be
paid promptly all expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Registration Rights Agreement, including (a) all Commission and any FINRA registration, filing and review fees and
expenses including the reasonable fees and disbursements of counsel for the underwriters and the Majority Electing Holders, in each case, in connection with such registration, filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Sections 3(c)(vi) and 3(d)(xi) hereof and determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may reasonably designate, including the reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, any related Issuer Free Writing Prospectus, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and
delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) reasonable fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s and the Guarantors’ officers and employees performing legal or accounting duties),
(g) reasonable fees, disbursements and expenses of counsel of the Company and 

  
 18 









 
independent certified public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance),
(h) reasonable fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xvii) hereof, (i) the reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection
with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company and the Guarantors, jointly and severally, shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the
foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above. 
 5. Indemnification, Contribution. 
 (a) The Company and the Guarantors,
jointly and severally, agree to indemnify and hold harmless each of the broker-dealers whose Registrable Securities are included in an Exchange Registration Statement, each Electing Holder whose Registrable Securities are included in a Shelf
Registration Statement and each person, if any, who controls any such Electing Holder, or such broker-dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: 

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, or any amendment or supplement thereto, pursuant to which Exchange Securities or
Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus contained in any such Exchange Registration Statement or Shelf Registration Statement, as the case
may be, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus (when taken together with the related prospectus or prospectus supplement and related documents) related thereto, or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 

  
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 (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the prior written consent of the Company; and 

(iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel
chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the Company and the Guarantors shall not
be liable to any such person to the extent such loss, liability, claim, damage or expense arises out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such person expressly for use in an Exchange Registration Statement or Shelf Registration Statement (or any amendment thereto), any related prospectus (or any amendment or supplement thereto), or any
Issuer Free Writing Prospectus related thereto. 
 (b) Each Electing Holder, severally, but not jointly, agrees to
(i) indemnify and hold harmless the Company, the Guarantors and the other Electing Holders, and each of their respective directors and officers, and each person, if any, who controls the Company, the Guarantors or any other Electing Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Shelf Registration Statement (or any amendment thereto), or any prospectus included therein (or any amendment or supplement
thereto) or any related Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Electing Holder expressly for use in the Shelf Registration Statement (or any
amendment thereto) or such prospectus (or any amendment or supplement thereto) or any related Issuer Free Writing Prospectus, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Electing Holder
from the sale of Registrable Securities pursuant to such Shelf Registration Statement. 

  
 20 









 (c) Each indemnified party shall give written notice promptly to each indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action shall be brought against any indemnified party and it
shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party) and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of investigation). To the extent that an indemnifying party does not assume the defense of any such action, in no event shall such indemnifying party be liable for the fees
and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (d) If the indemnification provided for in this Section 5 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the holders, on the other hand, from the issuance and sale by the Company of the Notes (which in the case of the Company and the Guarantors
shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the issuance and sale of the Notes), the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 

  
 21 









 The relative fault of the indemnifying party and the indemnified party shall be determined
by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such 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 and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this Section 5(d). The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this
Section 5(d) shall be deemed to include any reasonable out-of-pocket legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 

Notwithstanding the provisions of this Section 5(d), no Electing Holder shall be required to contribute any amount in excess
of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities exceeds the amount of any damages which the Electing Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 
 No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 
 For purposes of this Section 5(d), each person, if any, who controls any Electing Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Electing Holder, and each director of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the Company. The Electing Holders’ obligation in this Section 5(d) to contribute shall be several in proportion to the principal amount of
Registrable Securities registered by them and not joint. 
 6. Underwritten Offerings. 

(a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to
an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, subject to
the consent of the Company (which shall not be unreasonably withheld or delayed) and such Electing Holders shall be responsible for all underwriting discounts and commissions in connection therewith. The Company hereby


  
 22 









 
agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute such indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting arrangements, including using commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters. 

(b) Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder
may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 

7. Rule 144. 
 The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it
under the Exchange Act or the Securities Act (including the reports under Section 13 or 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the
Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.
The Company will be deemed to have satisfied the foregoing requirements if Holding (as defined in the Indenture) files such reports and takes such action of the types otherwise so required, in each case within the applicable time periods.

 8. Miscellaneous. 
 (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to
Registrable Securities or any other securities which would be inconsistent with the terms contained in this Registration Rights Agreement. 
 (b) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered
personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt 

  
 23 









 
requested) as follows: (i) if to the Company, to it at HD Supply, Inc., 3100 Cumberland Boulevard, Suite 1480, Atlanta, Georgia 30339, Attention: General Counsel, with a copy to Steven J.
Slutzky, Esq., Debevoise & Plimpton LLP, 919 Third Avenue, New York, NY 10022, (ii) if to a holder, to the address of such holder set forth in the security register or other records of the Company or to such other address as the
Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt, and (iii) if to the Initial Purchasers, c/o Goldman, Sachs &
Co., 200 West Street, New York, New York 10282, Attention: Legal Department, and with a copy to James Clark, Esq., Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005. 

(c) Parties in Interest. All the terms and provisions of this Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive
the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in
writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof. 
 (d) Survival.
The respective indemnities, agreements, representations, warranties and each other provision set forth in this Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement
as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer. 

(e) Governing Law. This Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State
of New York. 
 (f) Headings. The descriptive headings of the several Sections and paragraphs of this Registration Rights
Agreement are inserted for convenience only, do not constitute a part of this Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Registration Rights Agreement. 

(g) Entire Agreement; Amendments. This Registration Rights Agreement and the other writings referred to herein (including the
Indenture and the form 

  
 24 









 
of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Registration Rights Agreement
supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Registration Rights Agreement may be amended and the observance of any term of this Registration Rights Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 8(g), whether or not any notice, writing or marking indicating such
amendment or waiver appears on such Registrable Securities or is delivered to such holder. 
 (h) Counterparts. This
Registration Rights Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 

(i) Severability. If any provision of this Registration Rights Agreement, or the application thereof in any circumstance, is held
to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of such provision in every other respect and of the remaining provisions contained in this Registration Rights Agreement shall not be
affected or impaired thereby. 

  
 25 









 If the foregoing is in accordance with your understanding, please sign and return to us five
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Initial Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Initial Purchasers, the Guarantors and the
Company. 
 [Signature Pages Follow] 

  
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	Very truly yours,
	
	HD SUPPLY, INC.
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Senior Vice President, Strategic Business Development


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	 BRAFASCO HOLDINGS II, INC.

	 BRAFASCO HOLDINGS, INC.

	 COX LUMBER CO.

	 CREATIVE TOUCH INTERIORS, INC.

	 HD SUPPLY CONSTRUCTION SUPPLY GROUP, INC.

	 HD SUPPLY FACILITIES MAINTENANCE GROUP, INC.

	 HD SUPPLY FASTENERS & TOOLS, INC.

	 HD SUPPLY GP & MANAGEMENT, INC.

HD SUPPLY MANAGEMENT, INC.

	 HD SUPPLY UTILITIES GROUP, INC.

	 HD SUPPLY WATERWORKS GROUP, INC.

	 HSI IP, INC.

	 SUNBELT SUPPLY CANADA, INC.

	 WHITE CAP CONSTRUCTION SUPPLY, INC.

		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	HD BUILDER SOLUTIONS GROUP, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY DISTRIBUTION SERVICES, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY REPAIR & REMODEL, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	WILLIAMS BROS. LUMBER COMPANY, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	HD SUPPLY CONSTRUCTION SUPPLY, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY ELECTRICAL, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY FACILITIES MAINTENANCE, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY HOLDINGS, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	HD SUPPLY UTILITIES, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY WATERWORKS, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	MADISON CORNER, LLC
	By: Cox Lumber Co., its managing member
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	PARK-EMP, LLC
	By: Cox Lumber Co., its managing member
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	HD SUPPLY SUPPORT SERVICES, INC.
		
	By:	 	 /s/ Katherine Boelte

		 	Name:	 	Katherine Boelte
		 	Title:	 	Vice President
	
	PROVALUE, LLC
	By: HD Supply Support Services, Inc., its managing member
		
	By:	 	 /s/ Katherine Boelte

		 	Name:	 	Katherine Boelte
		 	Title:	 	Vice President


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	HDS IP HOLDING, LLC
		
	By:	 	 /s/ Ricardo Nunez

		 	Name:	 	Ricardo Nunez
		 	Title:	 	Vice President


 [Signature Page to Second Priority Notes Registration Rights Agreement] 







 
					
	HD SUPPLY DISTRIBUTION SERVICES, LLC
	
	By: HD SUPPLY GP & MANAGEMENT, INC., as Manager
		
	By:	 	 /s/ Ricardo Nunez

		 	Name:	 	Ricardo Nunez
		 	Title:	 	Secretary









 Accepted as of the date hereof: 

 

			
	GOLDMAN, SACHS & CO.
		 	 as Representative of the several Initial Purchasers listed on Schedule I(b) to the Purchase Agreement

		
	By:	 	 /s/ Goldman, Sachs & Co.

		 	(Goldman, Sachs & Co.)

 [Signature Page – Registration Rights Agreement Senior Secured Second Priority Notes] 







 Exhibit A 
 HD Supply, Inc. 
 INSTRUCTION TO DTC PARTICIPANTS 

[Date of Mailing] 

URGENT - IMMEDIATE ATTENTION REQUESTED  

DEADLINE FOR RESPONSE: [DATE]1 
 The
Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in HD Supply, Inc. (the “Company”) 11% Senior Secured Second Priority Notes due 2020 (the
“Securities”) are held. 
 The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

 It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights
to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact HD Supply Inc., 3100 Cumberland Boulevard, Suite 1480, Atlanta, Georgia 30339. 

 

	1 	 Not less than 28 calendar days from date of mailing. 



  
 A-1









 HD Supply, Inc. 
 Notice of Registration Statement 
 and  

Selling, Securityholder Questionnaire 
 (Date) 
 Reference is hereby made to the Registration Rights Agreement (the “Registration
Rights Agreement”) among HD Supply, Inc. (the “Company”), the Guarantors party thereto and the Initial Purchasers named therein. Pursuant to the Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 11% Senior Secured Second Priority Notes due 2020 (the “Securities”). A copy of the Registration Rights Agreement is attached hereto.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. 
 Each
beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf
Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth
herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the
Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. 
 Certain
legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law
counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. 
 The term “Registrable Securities” is defined in the Registration Rights Agreement. 

  
 A-2









 ELECTION 
 The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned
by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including, without limitation, Section 5 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. 
 Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in
Exhibit B to the Registration Rights Agreement. 

  
 A-3









 The Selling Securityholder hereby provides the following information to the Company and represents and
warrants that such information is accurate and complete: 
 QUESTIONNAIRE 

 

	 	1.	(a) Full Legal Name of Selling Securityholder: 

  

	 	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below: 


 

	 	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:


  

	 	2.	Address for Notices to Selling Securityholder: 


							
	
	  

	
	  

	
	  



			
		
	Telephone:	  	  



			
		
	Fax:	  	  



			
		
	Contact Person:	  	  



 

	 	3.	Beneficial Ownership of Securities: 

 Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities. 

							
				
		 	(a)	 	Principal amount of Registrable Securities beneficially owned:	  	  

		 		 	CUSIP No(s). of such Registrable Securities:
		 		 	  



							
				
		 	(b)	 	Principal amount of Securities other than Registrable Securities beneficially owned:	  	  

		 		 	CUSIP No(s). of such other Securities:
		 		 	  

			
		 	(c)	 	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration


							
		 		 	Statement:	  	  

		 		 	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:


  
 A-4










	 	4.	Beneficial Ownership of Other Securities of the Company: 

 Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above
in Item (3). 
 State any exceptions here: 
  

	 	5.	Relationships with the Company: 


Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders
(5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. 
 State any exceptions here: 
  

	 	6.	Plan of Distribution: 

 Except as
set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned
Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging
the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell
such securities. 
 State any exceptions here: 
 By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M. 

  
 A-5









 In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities
listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and
Questionnaire and the Registration Rights Agreement. 
 By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will
be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. 
 In accordance
with the Selling Securityholder’s obligation under Section 3(d) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant
to the Registration Rights Agreement shall be made in writing, by hand delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: 
  

	 	(i)	To the Company: 

 HD Supply, Inc.

 3100 Cumberland Boulevard, Suite 1480 
 Atlanta, Georgia 30339 
 Attention: General Counsel 

 

	 	(ii)	With a copy to: 

 Steven J.
Slutzky, Esq. 
 Debevoise & Plimpton LLP 
 919 Third Avenue 
 New York, New York 10022 

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.


  
 A-6









 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be
executed and delivered either in person or by its duly authorized agent. 
 Dated: 

 

			
	  

	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-7









 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR
RESPONSE] TO THE COMPANY’S COUNSEL AT: 
 Steven J. Slutzky, Esq. 

Debevoise & Plimpton LLP 
 919 Third Avenue 
 New York, New York 10022 

  
 A-8









 Exhibit B 
 NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 
 [INSERT NAME OF INSTITUTION APPOINTED AS
TRUSTEE] 
 [Address] 
 [Address]

 Attn: [Department] 
  

			
	Re:	  	HD Supply, Inc. (the “Company”)
		  	11% Senior Secured Second Priority Notes due 2020

 Dear Ladies and Gentlemen: 
 Please be advised that                      has transferred
$         aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form
[            ] (File No. 333-            ) filed by the Company. 

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated              or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name. 
 Dated: 

 

			
	Very truly yours,
	
	  

	(Name)	 	


 
			
		
	By:	 	  

		 	(Authorized Signature)



  
 B-1