EX-10.1



 Exhibit 10.1 

REGISTRATION RIGHTS AGREEMENT 

April 20, 2016 
 Newell Brands
Inc., a Delaware corporation, (the “Company”), proposes to issue in exchange for certain outstanding senior notes of Jarden Corporation, a Delaware corporation (“Jarden”), its 3 3/4% Senior Notes due 2021 and 5%
Senior Notes due 2023 upon the terms set forth in the Dealer Manager Agreement (as defined herein). Accordingly, as an inducement for the Dealer Manager (as defined herein) to enter into the Dealer Manager Agreement, the Company agrees with the
Dealer Manager for the benefit of Holders (as defined herein) as follows: 
 In consideration of the foregoing, the parties hereto agree as
follows: 
 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following
meanings: 
 “2021 Notes” shall mean the 3 3/4% Senior Notes due 2021 of the Company, issued pursuant to the Private
Exchange Offer. 
 “2023 Notes” shall mean the 5% Senior Notes due 2023 of the Company, issued pursuant to the Private
Exchange Offer. 
 “Automatic Shelf Registration” shall mean an “automatic shelf registration statement” as that
term is defined in Rule 405 of the Securities Act. 
 “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close and which shall be a “business day” as defined under Rule 14d-1 of the General Rules and
Regulations under the Exchange Act. 
 “Company” shall have the meaning set forth in the preamble and shall also include
the Company’s successors. 
 “Dealer Manager Agreement” shall mean the Dealer Manager Agreement, dated March 21, 2016,
between the Dealer Manager and the Company. 
 “Dealer Manager” shall mean Goldman, Sachs & Co. 

“Depositary” shall mean The Depository Trust Company, or any other depositary for the New Notes appointed by the Company;
provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. 
 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended. 
 “Exchange Offer” shall mean the exchange offer
by the Company of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof. 







 “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated
by reference therein. 
 “Exchange Period” shall have the meaning set forth in Section 2.1 hereof. 

“Exchange Securities” shall mean the notes issued by the Company under the Indenture containing terms identical to the New
Notes in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of New Notes in exchange for Registrable Securities pursuant to the Exchange
Offer. 
 “Expiration Date” shall mean the date on which all the Participating Broker-Dealers have sold all Exchange
Securities held by them. 
 “Holder” shall mean each person, for so long as it owns any Registrable Securities, and each of
its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is
required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 

“Indenture” shall mean the Indenture, dated as of November 19, 2014, by and between the Company and U.S. Bank National
Association, as trustee and the officers’ certificate thereunder establishing the terms of the New Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. 

“Jarden” shall have the meaning set forth in the preamble. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the
Indenture) Registrable Securities or such smaller amount of Registrable Securities for which action is to be taken; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company and other obligors on the New Notes or any Affiliate (as defined in the Indenture) of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such
required percentage amount. 
 “Old Notes” shall mean, collectively, the 3 3/4% Senior Notes due 2021 of Jarden and the 5%
Senior Notes due 2023 of Jarden issued on July 14, 2014 and October 30, 2015, respectively. 
 “New Notes” shall mean,
collectively, the 2021 Notes and the 2023 Notes. 
 “Participating Broker-Dealer” shall mean the Dealer Manager, and any
other broker-dealer who acquired Registrable Securities for its own account as a result of market-making or other trading activities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. 

  
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 “Person” shall mean any individual, corporation, partnership, joint venture,
trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof. 

“Private Exchange Offer” shall mean the Company’s offer to exchange any and all of the Old Notes for the corresponding
series of New Notes upon the terms and subject to the conditions set forth in a confidential offering memorandum dated March 21, 2016 and accompanying letter of transmittal, in each case, as may be amended or supplemented (including by documents
incorporated by reference therein). 
 “Prospectus” shall mean the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities
covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. 

“Registrable Securities” shall mean the New Notes; provided, however, that New Notes shall cease to be Registrable Securities
when (i) a Registration Statement with respect to such New Notes shall have been declared effective under the Securities Act and such New Notes shall have been disposed of pursuant to such Registration Statement, (ii) such New Notes have been sold
to the public pursuant to Rule 144 under the Securities Act, (iii) such New Notes shall have ceased to be Outstanding or (iv) the Exchange Offer is consummated (except in the case of New Notes purchased from the Company and continued to be held by
the Participating Broker-Dealers). 
 “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including, without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”) registration and filing fees, including, if applicable, the reasonable
fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Securities in accordance with the rules and regulations of FINRA, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of
any of the Exchange Securities or Registrable Securities and any filings with FINRA), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus,
any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the
listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including
the 

  
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expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, (vii) the fees and expenses of the Trustee, and any escrow agent or
custodian, (viii) the reasonable fees and disbursements of one firm, at any one time, of legal counsel selected by the Dealer Manager or the Majority Holders to represent the Holders of Registrable Securities and (ix) any reasonable fees and
disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of any special experts retained by the Company in connection with any Registration Statement, but excluding underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 

“Registration Statement” shall mean any registration statement of the Company which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein. 
 “SEC” shall mean the United States New Notes and Exchange
Commission or any successor agency or governmental body performing the functions currently performed by the United States Securities and Exchange Commission. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Settlement Date” shall mean the latest settlement date relating to the Private Exchange Offer. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2.2 hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the
provisions of Section 2.2 of this Agreement, including any Automatic Shelf Registration, if applicable, which covers all of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein. 
 “TIA” shall mean the Trust Indenture Act of 1939, as amended. 

“Trustee” shall mean the trustee with respect to the New Notes under the Indenture. 

  
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 2. Registration Under the Securities Act. 

2.1. Exchange Offer.1 Unless the Exchange Offer would violate applicable law or
any applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the Company’s cost, use its commercially reasonable efforts (A) to file with the SEC, within 180 days after the Settlement Date, the
Exchange Offer Registration Statement with respect to the Exchange Offer and the issuance and delivery to the Holders, in exchange for each series of Registrable Securities, of a like principal amount of the corresponding series of Exchange
Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 240 days following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which
case within 300 days following the Settlement Date), (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to
cause the Exchange Offer to be consummated within 270 days following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case within 330 days following the Settlement Date). The Exchange Securities
will be issued under the Indenture or an indenture identical in all material respects to the Indenture. After the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (A) is not an affiliate of the Company within the meaning of Rule 405 under the
Securities Act (an “Affiliate”), (B) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (C) acquired the applicable series of Exchange Securities
in the ordinary course of such Holder’s business and (D) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the
applicable series of Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial
portion of the several states of the United States. 
 In connection with the Exchange Offer, the Company will: 

(A) as promptly as practicable after the Exchange Offer Registration Statement has been declared effective by the SEC, mail to each Holder a
copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 

(B) keep the Exchange Offer open for acceptance for a period of not less than 20 Business Days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); 
 (C)
utilize the services of the Depositary for the Exchange Offer; 
  

	1 	Time periods to be conformed to time periods in new issue registration rights agreement to the extent the new issue is executed on a 144A basis. 


  
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 (D) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m.
(Eastern Time) on the last Business Day of the Exchange Period, by sending to the institution specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such New Notes exchanged; 

(E) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not
retain any rights under this Agreement (except in the case of Participating Broker Dealers as provided herein); and 
 (F) otherwise comply
in all material respects with all applicable laws relating to the Exchange Offer. 
 As soon as practicable after the close of the Exchange
Offer the Company shall: 
 (A) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the
Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal, which shall be an exhibit thereto; 

(B) deliver or cause to be delivered all Registrable Securities accepted for exchange to the Trustee for cancellation; and 

(C) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for
exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. 

Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in
exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer shall not be subject to any conditions, other than (A) that the Exchange Offer, or the making of any exchange by
a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (B) the valid tendering of Registrable Securities in accordance with the Exchange Offer, (C) that each Holder of Registrable Securities exchanged in
the Exchange Offer shall have represented that (i) it is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, (ii) it is not a broker-dealer tendering a series of Registrable Securities acquired directly from the
Company or one of its Affiliates for its own account in exchange for the corresponding series of Exchange Securities, (iii) all of the Exchange Securities to be received by it shall be acquired in the ordinary course of its business and (iv) at the
time of the consummation of the Exchange Offer it is not engaged in, and does not intend to engage in, and shall have no arrangement or understanding with any Person to participate in, the distribution (within the meaning of the Securities Act) of
the Exchange Securities, and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act
available and (D) that no action or proceeding 

  
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shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably be
expected to impair the ability of the Company to proceed with the Exchange Offer. The Company shall use its reasonable commercial efforts to inform the Dealer Manager of the names and addresses of the Holders to whom the Exchange Offer is made, and
the Dealer Manager shall have the right, subject to applicable securities laws, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 

The Company shall use its reasonable commercial efforts to keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with
such requirements in order to resell the Exchange Securities; provided, however, that in the case where such prospectus and any amendment or supplement thereto must be delivered by a Participating Broker-Dealer, such period shall terminate at the
earlier to occur of (x) 180 days after the expiration of the Exchange Offer and (y) the Expiration Date. 
 The Company shall not be
obligated to keep the Exchange Offer Registration Statement effective or to permit the use of any Prospectus forming a part of the Exchange Offer Registration Statement if (i) the Company determines, in its reasonable judgment, upon advice of
counsel that the continued effectiveness and use of the Exchange Offer Registration Statement would (x) require the disclosure of material information that the Company has a bona fide business reason for preserving as confidential or (y) interfere
with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries; and provided, further, that the failure to keep the Exchange Offer Registration Statement effective and usable
for offers and sales of Registrable Securities for such reasons shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default, as
hereinafter defined, shall occur) and (ii) the Company promptly thereafter complies with the requirements of Section 3(L) hereof, if applicable; any such period during which the Company is excused from keeping the Exchange Offer Registration
Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a “Exchange Offer Suspension Period”; an Exchange Offer Suspension Period shall commence on and include the date that the Company
gives notice to the Holders that the Exchange Offer Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of
the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Exchange Offer Registration Statement either receives the copies of the supplemented
or amended Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed. 
 The Company acknowledges that
pursuant to current interpretations by the SEC’s staff of Section 5 of the Securities Act, in the absence of applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange New Notes for Exchange


  
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Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing information substantially in the form set forth in (a) Annex A hereto, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Exchange Offer and to include in the Letter of Transmittal delivered pursuant to the Exchange Offer, the information set forth in Annex D hereto and (ii) an Exchanging Dealer that elects
to sell Exchange Securities acquired in an exchange for New Notes constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Item 507 or Item 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale. 
 2.2. Shelf Registration. In the event that (A) the Company reasonably determines
that changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC do not permit the Company to effect the Exchange Offer as contemplated by Section 2.1 hereof, (B) for any other reason, the Exchange Offer is
not consummated on or prior to 270 days following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case on or prior to 330 days following the Settlement Date) or (C) a Holder notifies the Company
within 20 Business Days following the consummation of the Exchange Offer that (i) it is not permitted by applicable law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC to participate in the Exchange Offer,
(ii) it may not resell Exchange Securities with the Prospectus included as part of the Exchange Offer Registration Statement or (iii) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or one of the
Company’s Affiliates, then in case of each of clauses (A) through (C) the Company shall, at its cost, in lieu of effecting (or, in the case of clause (C), in addition to effecting) the registration of the Exchange Securities pursuant to the
Exchange Offer Registration Statement: 
 (A) as promptly as practicable, file with the SEC, and thereafter shall use its reasonable
commercial efforts to cause to be declared effective no later than 180 days following the date on which the Company became obligated to file with the SEC the Shelf Registration Statement (unless the Exchange Offer Registration Statement is reviewed
by the SEC, in which case no later than 240 days following the date on which the Company became obligated to file with the SEC the Shelf Registration Statement), a Shelf Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that nothing in
this Section 2.2 shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2.1; provided, further, that no Holder shall be entitled to be named as a
selling security holder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has signed and returned to the Company a notice and questionnaire as distributed by
the Company consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the
Company as the Company may reasonably request; 

  
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 (B) use its reasonable commercial efforts to keep the Shelf Registration Statement continuously
effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier of one year from the Settlement Date (plus the number of days in any Suspension Period) and the date that all of the Registrable Securities
have been sold pursuant thereto or cease to be outstanding or otherwise Registrable Securities; provided, however, that the Company shall not be obligated to keep the Shelf Registration Statement effective or to permit the use of any Prospectus
forming a part of the Shelf Registration Statement if (i) the Company determines, in its reasonable judgment, upon advice of counsel that the continued effectiveness and use of the Shelf Registration Statement would (x) require the disclosure of
material information which the Company has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its
subsidiaries; provided, however, that in no event shall the Company be required to disclose the business reasons for such suspension; and provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers
and sales of Registrable Securities for such reasons shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default, as
hereinafter defined, shall occur) and (ii) the Company promptly thereafter complies with the requirements of Section 3(L) hereof, if applicable; any such period during which the Company is excused from keeping the Shelf Registration Statement
effective and usable for offers and sales of Registrable Securities is referred to herein as a “Suspension Period”; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the
Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, stating the reason
therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by
the Company that use of the Prospectus may be resumed. 
 The Company shall not permit any securities other than Registrable Securities to
be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(B) below, and to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after its being used or filed with the SEC. 
 2.3. Expenses. The Company shall
pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2 hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 
 2.4. Effectiveness. 

(A) An Exchange Offer Registration Statement pursuant to Section 2.1 will not be deemed to have become effective unless it has been declared


  
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effective by the SEC, and a Shelf Registration Statement pursuant to Section 2.2 will not be deemed to have become effective unless it has been declared effective by the SEC or has otherwise
become effective under Rule 462 under the Securities Act or any other applicable rule; provided, however, that if, after such Registration Statement has been declared effective or has otherwise become effective, the offering of Registrable
Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. 

2.5. Interest. In the event that (A) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared
effective, in either case, on or prior to the 270th calendar day following the Settlement Date (unless the Exchange Offer Registration Statement or the Shelf Registration Statement is reviewed by
the SEC, in which case, on or prior to the 330th day following the Settlement Date) or (B) the Exchange Offer Registration Statement or the Shelf Registration Statement is filed and declared
effective but shall thereafter either be withdrawn by the Company or becomes subject to an effective stop order suspending the effectiveness of such registration statement, except as specifically permitted by the penultimate paragraph of Section 2.1
or Section 2.2(B) hereof, in each case without being succeeded within 30 days by an amendment thereto or an additional registration statement filed and declared effective (each such event referred to in clauses (A) and (B) above, a
“Registration Default”), the interest rate borne by the Registrable Securities shall be increased (“Additional Interest”) by one-fourth of one percent (0.25%) per annum upon the occurrence of each Registration
Default, which rate will increase by an additional one-fourth of one percent (0.25%) per annum if such Registration Default has not been cured within 90 days after occurrence thereof and continuing until all Registration Defaults have been cured,
provided that the aggregate amount of any such increase in the interest rate on the Registrable Securities shall in no event exceed one-half of one percent (0.50%) per annum; and provided, further, that if the Exchange Offer Registration Statement
is not declared effective on or prior to the 240th calendar day following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case, on or prior to the 300th day following the Settlement Date), and
the Company shall request Holders of New Notes to provide information required by the applicable rules of the SEC for inclusion in the Shelf Registration Statement, then Registrable Securities owned by Holders who do not deliver such information to
the Company or who do not provide comments on the Shelf Registration Statement when reasonably requested by the Company will not be entitled to any such increase in the interest rate for any day after the 270th day following the Settlement Date (unless the Exchange Offer Registration Statement or the Shelf Registration Statement is reviewed by the SEC, in which case, on or prior to the 330th day following the Settlement Date). All accrued Additional Interest shall be paid to Holders of Registrable Securities in the same manner and at the same time as regular payments of interest on
the Registrable Securities. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate on the Registrable Securities will revert to the original rate. 

  
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 3. Registration Procedures. In connection with the obligations of the Company with
respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall: 
 (A) prepare and file with the SEC a
Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the Securities Act, which form shall (i) be selected by the Company, (ii) in the case of a Shelf Registration, be available for the sale of
the Registrable Securities by the selling Holders thereof and (iii) comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be
filed therewith or incorporated by reference therein, and use its reasonable commercial efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 

(B) use reasonable commercial efforts to cause (i) any Registration Statement and any amendment thereto, when it becomes effective, not to
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 and (ii) subject to the penultimate paragraph of Section 2.1 and Section 2.2(B),
any Prospectus forming part of any Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), not to include an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 

(C) subject to the limitations contained in Section 2.2(B), prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provision then in force) under the Securities Act and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder applicable with respect to the
disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution reasonably requested by the selling Holders thereof (including sales by any
Participating Broker-Dealer); 
 (D) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least seven
(7) calendar days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the methods
reasonably requested by the Majority Holders participating in the Shelf Registration, (ii) furnish to each Holder of Registrable Securities and to each underwriter of an underwritten offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other 

  
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disposition of the Registrable Securities and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto, save and except during any Suspension Period; 

(E) use its reasonable commercial efforts to register or qualify the Registrable Securities under such state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request by the time the applicable Registration Statement is
declared effective by the SEC, and do any and all other acts and things that may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(E) or
(ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; 

(F) notify promptly counsel for the Dealer Managers, each Holder of Registrable Securities under the Shelf Registration, if applicable, or
any Participating Broker-Dealer who has notified the Company that it is utilizing the Prospectus contained in the Exchange Offer Registration Statement (i) when a Registration Statement has become effective and when any post-effective amendments and
supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of
a Shelf Registration, if, between the effective date of the Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period the Shelf
Registration Statement is effective that would cause a Registration Statement or the related Prospectus to contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate; 

(G) in the case of the Exchange Offer Registration Statement (a) include in the Exchange Offer Registration Statement a section entitled
“Plan of Distribution,” which section shall be reasonably acceptable to the Dealer Manager on 

  
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behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential
“underwriter” status of any broker-dealer that holds Registrable Securities acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer
may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities, (b) furnish to each Participating Broker-Dealer who has delivered to the
Company the notice referred to in Section 3(F), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request, (c) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery
requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto for up to 180 days after the expiration of the
Exchange Offer except during any Exchange Offer Suspension Period, and (d) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (i) the following provision:

 “If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange
Offer,” 
 and (ii) a statement to the effect that a broker-dealer by making the acknowledgment described in clause (i) and by delivering a Prospectus
in connection with the exchange of Registrable Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act; 

(H) (i) in the case of an Exchange Offer, furnish counsel for the Dealer Manager and (ii) in the case of a Shelf Registration, furnish
counsel for the Holders of Registrable Securities, copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for
additional information; 
 (I) make every commercially reasonable effort to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement as soon as practicable and provide prompt notice to legal counsel for the Holders of the withdrawal of any such order; 

(J) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and each underwriter, if any, without charge, at
least one 

  
 13 








 
conformed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all
exhibits thereto, unless requested); 
 (K) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold to the extent not held with the Depositary through Cede & Co., to remove any restrictive legends, and enable such
Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three Business Days prior to the
closing of any sale of Registrable Securities; 
 (L) upon the occurrence of any event or the discovery of any facts, each as contemplated
by Sections 3(F)(ii), (iii), (v), (vi) and (vii) hereof and subject to the provisions of the second paragraph immediately following Section 3(U) hereof, as promptly as practicable after the occurrence of such an event, use its reasonable commercial
efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading or will remain so qualified. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request; 
 (M) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as
the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Securities or the Registrable Securities, as the case may be, in a form eligible for deposit with the
Depositary; 
 (N) unless the Indenture, as it relates to the Exchange Securities or the Registrable Securities, as the case may be, has
already been so qualified, use its reasonable commercial efforts to (i) cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use its reasonable commercial efforts to cause the
Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 

  
 14 








 (O) in the case of a Shelf Registration, enter into agreements (including, if requested, an
underwriting agreement in customary form containing customary representations, warranties, terms and conditions; provided, that the Company shall not be required to enter into such agreement more than once with respect to each series of Registrable
Securities and may delay entering into such agreement until the consummation of any underwritten public offering which the Company may have then undertaken) and take all other customary and appropriate actions in order to expedite or facilitate the
disposition of such Registrable Securities and in connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: 

(i) obtain opinions of counsel of the Company and updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters, if any, and the Holders of a majority in principal amount of the Registrable Securities being sold) addressed to each selling Holder and the underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or underwritten offerings of the Company; 
 (ii) obtain
“comfort” letters and updates thereof from the Company’s independent certified public accountants (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by
the Company for which financial statements are, or are required to be, included in the Registration Statement) addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders of Registrable
Securities (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts), such letters to be in customary form and covering matters of the type customarily covered in
“comfort” letters to underwriters in connection with similar underwritten offerings of the Company; 
 (iii) if an
underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 4 hereof with respect to the underwriters
and all other parties to be indemnified pursuant to said Section; and 
 (iv) deliver such documents and certificates as may
be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal amount of the Registrable Securities being sold and the managing underwriters, if any; the above shall be done at (i) the
effectiveness of such Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder; 

(P) in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Holders of the Registrable 

  
 15 








 
Securities, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any counsel or accountant retained by any of the
foregoing, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such persons, and use commercially reasonable efforts to cause the respective officers, directors, employees and any
other agents of the Company to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement and make such representatives of the Company available for
discussion of such documents as shall be reasonably requested by the Dealer Manager in order to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act, in each case as is customary for
similar due diligence investigations; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of
such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of the Shelf Registration Statement or the use of any Prospectus), (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to safeguard such information by such persons or (iv) such information becomes available to such persons from a source other than the Company and its subsidiaries and such
source is not known by such persons to be bound by a confidentiality agreement; and provided, further, in the case of making any such disclosure pursuant to (i) or (ii) above, (A) prior to (or, if not practicable, within a reasonable amount of time
thereafter) making such disclosure, the disclosing person shall, if permitted by law and if practicable, provide written notification to the Company of the event or legal provision requiring such disclosure and the nature of the information to be
disclosed and (B) the disclosing person shall, at the Company’s expense, use all commercially reasonable efforts to limit or prevent such disclosure; the foregoing inspection and information gathering shall be coordinated by (x) the managing
underwriter in connection with any underwritten offering pursuant to a Shelf Registration, (y) the Holder or Holders designated by the participating Majority Holders in connection with any non-underwritten offering pursuant to a Shelf Registration
or (z) the Participating Broker-Dealer holding the largest amount of Registrable Securities in the case of use of a Prospectus included in the Exchange Offer Registration Statement, together with one counsel designated by and on behalf of such
persons. Notwithstanding the foregoing, the parties hereto agree that any Dealer Manager, any underwriter and its or their respective affiliates will be permitted to disclose confidential information without notification to the Company in the case
of disclosure to any governmental, supervisory or regulatory body with jurisdiction over the Dealer Manager or underwriters, as appropriate. 

(Q) (i) in the case of an Exchange Offer Registration Statement, within a reasonable time prior to the filing of any Exchange Offer
Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Dealer Manager and make such changes in
any such document prior to the filing thereof as the Dealer Manager may reasonably request and, except as otherwise 

  
 16 








 
required by applicable law, not file any such document in a form to which the Dealer Manager shall not have previously been advised and furnished a copy of or to which the Dealer Manager shall
reasonably object (which objection shall be made within a reasonable period of time), and make the representatives of the Company available for discussion of such documents as shall be reasonably requested by the Dealer Manager; and (ii) in the case
of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of
such document to a single counsel for the Holders of Registrable Securities participating in the Shelf Registration Statement, to the Dealer Manager, and to the underwriter or underwriters of an underwritten offering of Registrable Securities, if
any, make such changes in any such document prior to the filing thereof as the Dealer Manager, a single counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the Dealer
Manager, a single counsel for the Holders of Registrable Securities or any underwriter shall not have previously been advised and furnished a copy of or to which the Dealer Manager, a single counsel to the Holders of Registrable Securities or any
underwriter shall reasonably object (which objection shall be made within a reasonable period of time), and make the representatives of the Company available for discussion of such document as shall be reasonably requested by the Dealer Manager, a
single counsel for the Holders of Registrable Securities or any underwriter; 
 (R) use its reasonable commercial efforts to (a) if the New
Notes have been rated prior to the initial sale of such New Notes, confirm such ratings will apply to the New Notes covered by a Registration Statement, or (b) if the New Notes were not previously rated, cause the New Notes covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of New Notes covered by such Registration Statement, or by the managing underwriters, if any. 

(S) otherwise comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 

(T) cooperate and assist in any filings required to be made with FINRA and, in the case of a Shelf Registration, in the performance of any
due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of FINRA); and 

(U) in the case of a Shelf Registration Statement, the Company may (as a condition to such Holder’s participation in the Shelf
Registration) require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement and request in writing. 

  
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 In the case of a Shelf Registration Statement, each Holder agrees, and in the case of the
Exchange Offer Registration Statement, each Participating Broker-Dealer agrees, that, upon receipt of any notice from the Company of (a) the happening of any event or the discovery of any facts, each of the kind described in Sections 3(F)(ii), (iii)
or (v) hereof or (b) the Company’s determination, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Statement or the Prospectus included in the Shelf Registration Statement or
the Exchange Offer Registration Statement would (x) require the disclosure of material information, which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of its subsidiaries, such Holder or Participating Broker-Dealer, as the case may be, will forthwith discontinue disposition of Registrable Securities pursuant to such
Registration Statement or Prospectus until the receipt by such Holder or Participating Broker-Dealer, as the case may be, of either copies of the supplemented or amended Prospectus contemplated by Section 3(L) hereof, and, if so directed by the
Company, such Holder or Participating Broker-Dealers will deliver to the Company (at its expense) all copies in its possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice, or notice in writing
from the Company that such Holder or Participating Broker-Dealers may resume disposition of Registrable Securities pursuant to such Registration Statement or Prospectus. If the Company shall give any such notice described in clause (a) above to
suspend the disposition of Registrable Securities pursuant to a Registration Statement as a result of the happening of any event or the discovery of any facts, each of the kind described in Section 3(F)(ii), (iii) or (v) hereof, the Company shall be
deemed to have used its reasonable commercial efforts to keep such Registration Statement effective during such Suspension Period provided that the Company shall use its reasonable commercial efforts to file and have declared effective (if an
amendment) as soon as practicable an amendment or supplement to such Registration Statement. The Company shall extend the period during which such Registration Statement shall be maintained effective or the Prospectus used pursuant to this Agreement
by the number of days during the period from and including the date of the giving of the notice described in clauses (a) and (b) above to and including the date when the Holders or Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions or notification that they may resume such disposition under an existing Prospectus. 

If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter
or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless such Holder (a) 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 (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. 

  
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 4. Indemnification; Contribution. 

(A) The Company agrees to indemnify and hold harmless the Dealer Manager, their respective affiliates, each Holder, each Participating
Broker-Dealer and each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls any Dealer Manager, Holder, Participating Broker-Dealer or underwriter within the
meaning of the Securities Act or the Exchange Act (collectively, the “Section 4 Persons”), against any losses, claims, damages, liabilities or expenses (including the reasonable cost of investigating and defending against any claims
therefore and reasonable and documented counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon either the Securities Act, or the Exchange Act, or any other statute or at common law, on
the ground or alleged ground that (i) any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the Securities Act includes or allegedly includes an
untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any Prospectus included therein (or any amendment or supplement thereto)
includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the light of the circumstances under which
they were made, in each case, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by any such Section 4 Person specifically for use in the preparation thereof; provided
that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim shall not relieve the Company from liability under this paragraph unless and to the extent the
Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses. 

The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons. In the
event that the Company elects to assume the defense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically
authorized the retaining of such counsel or (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which
may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it
being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Section 4 Persons, which 

  
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firm shall be designated in writing by the Dealer Manager. The Company shall not be liable to indemnify any Person for any settlement of any such claim effected without the Company’s prior
written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any Section 4 Person is or could have been a party and indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement, compromise or consent (x) includes an
unconditional release of such Section 4 Person from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on
behalf of any Section 4 Person. This indemnity agreement will be in addition to any liability, which the Company might otherwise have. 

(B) Each Section 4 Person agrees severally and not jointly to indemnify and hold harmless the Company, each of the Company’s directors,
each of the Company’s officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or
expenses (including the reasonable cost of investigating and defending against any claims therefor and reasonable and documented counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon
the Securities Act, or any other statute or at common law, on the ground or alleged ground that (i) any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered
under the Securities Act includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any Prospectus
included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not
misleading in the light of the circumstances under which they were made, but, in each case, only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by such
Section 4 Person specifically for use in the preparation thereof; provided that in no case is such Section 4 Person to be liable with respect to any claims made against the Company or any such director, officer or controlling person unless the
Company or any such director, officer or controlling person shall have notified such Section 4 Person in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been
served upon the Company or any such director, officer or controlling person, but failure to notify such Section 4 Person of any such claim shall not relieve such Section 4 Person from liability under this paragraph unless and to the extent such
Section 4 Person did not otherwise learn of such action and such failure results in the forfeiture by such Section 4 Person of substantial rights and defenses. 

Such Section 4 Person will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any
suit brought to enforce any such liability, but, if such Section 4 Person elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that such Section 4 Person elects to


  
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assume the defense of any such suit and retain such counsel, the Company or such director, officer or controlling person, defendant or defendants in the suit, may retain additional counsel but
shall bear the fees and expenses of such counsel unless (i) such Section 4 Person shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Company or any such director, officer or controlling
person and such Section 4 Person and the Company or such director, officer or controlling person have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to such Section 4 Person, in
which case such Section 4 Person shall not be entitled to assume the defense of such suit on behalf of the Company or such director, officer or controlling person, notwithstanding its obligation to bear the reasonable fees and expenses of such
counsel, it being understood, however, that such Section 4 Person shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than one a separate firm of attorneys (and not more than one local counsel) at any time for all of the Company and any such director, officer or controlling
person, which firm shall be designated in writing by the Company. Such Section 4 Person shall not be liable to indemnify any person for any settlement of any such claim effected without such Section 4 Person’s prior written consent, which
consent shall not be unreasonably withheld. This indemnity agreement will be in addition to any liability which such Section 4 Person might otherwise have. 

(C) If the indemnification provided for in this Section 4 is unavailable or insufficient to hold harmless an indemnified party under
subsections (A) or (B) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (A) or (B) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Section 4 Persons on the other from the offering of the New Notes or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Section 4 Person on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits of such indemnifying party and indemnified party shall be determined by reference to
the relative benefits received by the Company from the initial offering and sale of the New Notes, on the one hand, and by a holder from receiving Registrable Securities or Exchange Securities registered under the Securities Act, on the other. The
relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company or the Section 4 Persons and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue or alleged untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (C) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection (C). 

  
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 Notwithstanding the provisions of this Section 4(C), no Section 4 Person shall be required to
contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such Section 4 Person from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds
the amount of any damages which such Section 4 Person has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter 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. The Section 4 Persons’ obligations in this subsection (C) to contribute are several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint. 

5. Miscellaneous. 
 5.1.
Rule 144 and Rule 144A. The Company agrees with each Holder of Registrable Securities, for so long as any Registrable Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable Securities designated by such Holder or beneficial owner Registrable
Securities, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Registrable Securities pursuant to Rule 144A under the Act. 

5.2. No Inconsistent Agreements. The Company has not entered into and the Company will not after the date of this Agreement enter into
any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not and will not for the term of
this Agreement in any way conflict with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. 

5.3. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities; provided that in the event the Company increases the aggregate principal amount of, and issues additional 2021 Notes or 2023 Notes, such additional New Notes issued shall be deemed to be included in the definition of New
Notes hereunder, and any initial purchasers named in any purchase agreement executed in connection with such additional New Notes issued shall be deemed to have the same rights and privileges as the Dealer Manager possess hereunder, and provided
further that the Company may amend, modify or supplement the provisions hereof to reflect the increase in the aggregate principal 

  
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amount of the New Notes, including any other changes deemed by the Company to be necessary, advisable or appropriate to reflect such increase, without the written consent of the Holders to the
extent such amendment, modification or supplement does not have a material adverse effect on the Holders. Without the consent of the Holder of each Security however, no modification may change the provisions relating to the payment of
Additional Interest. 
 5.4. Notices. All notices and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance
with the provisions of this Section 5.4, which address initially is the address set forth in the Dealer Manager Agreement with respect to the Dealer Manager; and (b) if to the Company, initially at the Company’s address set forth in the Dealer
Manager Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.4. 

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two
Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight
delivery. 
 Copies of all such notices, demands or other communications shall be concurrently delivered by the person giving the same to
the Trustee under the Indenture, at the address specified in such Indenture. 
 5.5. Successor and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. 

If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Dealer Manager Agreement, and such person shall be entitled to receive the benefits hereof. 

5.6. Third Party Beneficiaries. The Dealer Manager (even if the Dealer Manager is not a Holder of Registrable Securities) shall be
a third party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder. Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made hereunder between the Company, on the one hand,


  
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and the Dealer Manager, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights
hereunder. 
 5.7. No Fiduciary Duty. The Dealer Manager have entered into this Agreement on behalf of holders that receive New
Notes pursuant to the Private Exchange Offer. Notwithstanding anything otherwise provided in this Agreement, no fiduciary or agency relationship shall be deemed to exist between the Dealer Manager, on the one hand, and any such holder, on the
other hand, as a result of this Agreement. 
 5.8. Restriction on Resales. The Company will not, and will cause its
“affiliates” (as such term is defined in Rule 144(a)(1) under the Securities Act) not to, resell any New Notes which are “restricted securities” (as such term is defined under Rule 144(a)(3) under the Securities Act) that have
been reacquired by any of them except pursuant to an effective registration statement under the Securities Act or, in the case of such affiliates, pursuant to Rule 144. 

5.9. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page of this Agreement by facsimile or any other rapid
transmission device designed to produce a written record of the communication transmitted shall be as effective as delivery of a manually executed counterpart thereof. 

5.10. Headings. The headings in this Agreement are for the convenience of reference only and shall not limit or otherwise affect
the meaning hereof. 
 5.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 
 5.12. Severability. In the event that any one
or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby. 
 5.13. Entire Agreement. This Agreement and the Dealer
Manager Agreement represent the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and replaces any and all prior agreements and understandings, whether oral or written, with respect thereto. 

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

  

					
	NEWELL BRANDS INC.
		
	By:	 	 /s/ Bradford R. Turner

		 	Name:	 	Bradford R. Turner
		 	Title:	 	Chief Legal Officer and Corporate Secretary



  
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	CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
	
	Goldman, Sachs & Co.
		
	By:	 	 /s/ Adam Greene

		 	Name:	 	Adam Greene
		 	Title:	 	Vice President
	
	As Dealer Manager



  
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 ANNEX A 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for New Notes where such New
Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration of the Exchange Offer (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” 







 ANNEX B 

Each broker-dealer that receives Exchange Securities for its own account in exchange for New Notes, where such New Notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 







 ANNEX C 

PLAN OF DISTRIBUTION 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for New Notes where such New Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration of the Exchange Offer, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.
 The Company will not
receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act. 
 For a period of 180 days after the expiration of the Exchange Offer the Company will promptly send additional copies of
this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses
of one counsel for the Holders of the New Notes) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the New Notes (including any broker-dealers) against certain liabilities, including liabilities under
the Securities Act. 







 ANNEX D 

 ̈ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 
  

					
	Name:	 	  
	  	
			
	Address:	 	  
	  	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not
intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for New Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.