EX-10.1





 Exhibit 10.1 

PURPOSEBUILT BRANDS, INC. 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ____________, 2021 among PurposeBuilt Brands,
Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person
listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on Exhibit C
hereto under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined
in Exhibit A attached hereto. 
 In consideration of the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 

Section 1    Demand Registrations. 

(a)    Requests for Registration. At any time and from time to time, any Sponsor Investor may request registration
under the Securities Act of all or any portion of its Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requested registration, a “Demand Registration”). Any Sponsor
Investor may request that any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any such request is submitted to the Company or will become
one by the time of the filing of such Shelf Registration, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”).
Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. The Sponsor Investors will
be entitled to request an unlimited number of Demand Registrations for which the Company will pay all Registration Expenses, whether or not any such registration is consummated. 

(b)    Notice to Other Holders. Within four (4) Business Days after receipt of any such request, the Company
will give written notice of the Demand Registration to all other Holders and, subject to the terms of Section 1(e), will include in such Demand Registration (and in all related registrations and qualifications under state
blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of the Company’s notice; provided
that, with the written consent of the Sponsor Investor initiating such Demand Registration, the Company may, or at the written request of the Sponsor Investor initiating such Demand Registration, the Company shall, instead provide notice of the
Demand Registration to all Holders other than the Sponsor Investors within three (3) Business Days following the non-confidential filing of the registration statement with respect to the Demand
Registration so long as such registration statement is not an Automatic Shelf Registration Statement. 
 (c)    Form
of Registrations. All Long-Form Registrations will be underwritten registrations unless otherwise approved by the Sponsor Investor initiating such Demand. Demand Registrations will be Short-Form
Registrations whenever the Company is permitted to use any applicable short form unless otherwise requested by the Sponsor Investor initiating such Demand Registration. 

(d)    Shelf Registrations. 












 (i)    For so long as a registration statement for a
Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any Sponsor Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering)
Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If any Sponsor Investor desires to sell Registrable Securities pursuant to an underwritten offering, then such Sponsor Investor may
deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such Sponsor Investor desires to sell pursuant to such underwritten offering (the “Shelf
Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf
Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within two
(2) Business Days after receipt of notice from the Company, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Offering. The Company, subject to Section 1(e) and
Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in
any event within five (5) Business Days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. 

(ii)    If any Sponsor Investor desires to engage in an underwritten block trade or bought deal pursuant to
a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) (each, an “Underwritten Block Trade”), then
notwithstanding the time periods set forth in Section 1(d)(i), such Sponsor Investor may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first
anticipated to commence. The Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next
Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Sponsor Investor initiating such Underwritten Block Trade), and the Company will as promptly as reasonably
practicable use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences). Any Potential Participant’s request to participate in an Underwritten Block Trade
shall be binding on the Potential Participant (provided that a Sponsor Investor may condition its participation to a minimum price condition). 

(iii)    All determinations as to whether to complete any Shelf Offering and as to the timing, manner,
price and other terms of any Shelf Offering contemplated by this Section 1(d) shall be determined by the Sponsor Investor initiating such Shelf Offering, and the Company shall use its best efforts to cause any Shelf
Offering to occur in accordance with such determinations as promptly as practicable. 
 (iv)    The
Company will, at the request of any Sponsor Investor, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such
Sponsor Investor to effect such Shelf Offering. 
 (v)    Subject to the terms of Section 1(f), the
Company will use best efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and
method of distribution disclosed in the prospectus included in the Shelf 

  
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Registration Statement, or otherwise (the “Shelf Period”). Subject to Section 1(f), the Company shall not be deemed to have used its best efforts to keep the Shelf Registration
Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities
pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. 

(e)    Priority on Demand Registrations and Shelf Offerings. The Company will not include in any Demand
Registration any securities which are not Registrable Securities without the prior written consent of the Sponsor Investor initiating such Demand Registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other
securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company will include in such offering (prior to the inclusion of any
securities which are not Registrable Securities) the number of Registrable Securities requested to be included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the
basis of the number of Registrable Securities owned by each such Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and
the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of
distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable
Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included such offering. 

(f)    Restrictions on Demand Registration and Shelf Offerings. 

(i)    The Company may postpone, for up to 60 days (or with the consent of the Sponsor Investors, a longer
period) from the date of the request (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration
Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing written notice to the Holders if the following conditions are met: (A) the Company determines that the offer or sale of Registrable Securities would
reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger,
consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require
disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Company has a bona fide business purpose for preserving the confidentiality of
such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with SEC requirements, in each
case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable.
The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve (12)-month period (for avoidance of doubt, in addition to
the Company’s rights and obligations under Section 4(a)(vi)) unless additional delays or suspensions are approved by the Sponsor Investors. 

  
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 (ii)    In the case of an event that causes the Company
to suspend the use of a Shelf Registration Statement as set forth in Section 1(f)(i) above or pursuant to Section 4(a)(vi) (a “Suspension Event”), the Company will give a
notice to the Holders whose Registrable Securities are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice must state generally the basis
for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. Each Holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or
such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. A Holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration
Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holders promptly following the
conclusion of any Suspension Event (and in any event during the permitted Suspension Period). 
 (g)    Selection of
Underwriters. The Participating Sponsor Investors shall collectively (by-majority-in-interest of Participating Sponsor
Investors) select the legal counsel to the Company, the investment banker(s) and manager(s) to administer any underwritten offering in connection with such Demand Registration or Shelf Offering. 

(h)    Distributions of Registrable Securities to Partners or Members. In the event any Sponsor Investor requests
to participate in a registration pursuant to this Section 1 in connection with a distribution of Registrable Securities to its partners or members, the registration shall provide for resale by such partners or members, if requested by such
Sponsor Investor. 
 (i)    Other Registration Rights. Except as provided in this Agreement, the Company will not
grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior
written consent of the Sponsor Investors; provided that, without the prior approval of the holders of a majority of the Carlyle Registrable Securities and the holders of a majority of the TA Registrable Securities, the Company may grant
rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder. 

(j)    Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the effective date of the
registration statement relating to a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, the Sponsor Investors who initiated such Demand Registration or Shelf Offering may revoke or withdraw such
notice of a Demand Registration or Shelf Offering Notice on behalf of all Holders participating in such Demand Registration or Shelf Offering without liability to such Holders (including, for the avoidance of doubt, the other Participating Sponsor
Investors), in each case by providing written notice to the Company, and the Company shall immediately cease all efforts to secure effectiveness of such registration statement. 

(k)    Confidentiality. Each Holder agrees to treat as confidential the receipt of any notice hereunder (including
notice of a Demand Registration, a Shelf Offering Notice and a Suspension Notice) and the information contained therein, and not to disclose or use the information contained in any such notice (or the existence thereof) without the prior written
consent of the Company until such time as the information contained therein is or becomes available to the public generally (other than as a result of disclosure by such Holder in breach of the terms of this Agreement). 

  
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 Section 2    Piggyback Registrations. 

(a)    Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the
Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) (a “Piggyback Registration”), the Company will give prompt written notice (and in any event within
three (3) Business Days after the public filing of the registration statement relating to the Piggyback Registration) to all Holders of its intention to effect such Piggyback Registration and, subject to the terms of
Section 2(b) and Section 2(c), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable
Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after delivery of the Company’s notice; provided that the Company shall not be required to provide such notice or include
any Registrable Securities in such registration if none of the Sponsor Investors elect to include any Sponsor Investor Registrable Securities in such registration. Any Participating Sponsor Investor may withdraw its request for inclusion at any time
prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. 

(b)    Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on
behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely
affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable
Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. Notwithstanding anything to the
contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in a Piggyback Registration that is an underwritten primary offering on behalf of the Company and the managing underwriters for such
offering advise the Company in writing that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the
offering, the Company shall first exclude from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in
such offering. 
 (c)    Priority on Secondary Registrations. If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to Section 1 hereof), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such
registration (i) first, the securities requested to be included therein by the holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect,
(ii) second, the Registrable Securities requested to be included in such registration by any other Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the
basis of the number of Registrable Securities owned by each such Holder and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse
effect. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have 

  
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requested to include such securities in a Piggyback Registration that is an underwritten secondary offering and the managing underwriters for such offering advise the Company in writing that in
their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall be permitted to first exclude
from such offering the number (which may be all) of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any securities in such offering. 

(d)    Right to Terminate Registration. The Company will have the right to terminate or withdraw any registration
initiated by it under this Section 2, whether or not any Holder of Registrable Securities has elected to include securities in such registration; provided, that Holders may continue the registration as a Demand Registration pursuant to
the terms of Section 1. 
 (e)    Selection of Underwriters. If any Piggyback Registration
is an underwritten offering, the Participating Sponsor Investors shall collectively (by-majority-in-interest of Participating
Sponsor Investors) select the legal counsel for the Company, the investment banker(s) and manager(s) for the offering. 

Section 3    Stockholder Lock-Up Agreements and Company Holdback
Agreement. 
 (a)    Stockholder Lock-up Agreements. In connection
with any underwritten Public Offering, each Holder will enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and
exceptions as may be approved by the Sponsor Investors. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with the initial Public Offering and in connection with any Demand Registration, Shelf Offering or
Piggyback Registration that is an underwritten Public Offering, not to (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company
(including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), or any securities, options or rights
convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap,
hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in
cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the
Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the “pricing” of such offering and continuing to the date that is (x) 180 days following the date of the final prospectus for such
underwritten Public Offering in the case of the initial Public Offering or (y) 90 days following the date of the final prospectus in the case of any other such underwritten Public Offering (each such period, or such shorter period as agreed to
by the managing underwriters, a “Holdback Period”), in each case with such modifications and exceptions as may be approved by the Sponsor Investors. The Company may impose stop-transfer instructions with respect to any Securities or
Other Securities subject to the restrictions set forth in this Section 3(a) until the end of such Holdback Period. 

(b)    Company Holdback Agreement. The Company (i) will not file any registration statement for a Public
Offering or cause any such registration statement to become effective, or effect any public sale or distribution of its Securities or Other Securities during any Holdback Period (other than as part of such underwritten Public Offering, or a
registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange
or exercise of any then outstanding Other Securities) and (ii) will cause each holder of Securities and Other 

  
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Securities (including each of its directors and executive officers) to agree not to effect any Sale Transaction during any Holdback Period, except as part of such underwritten registration (if
otherwise permitted), unless approved in writing by the Sponsor Investors and the underwriters managing the Public Offering and to enter into any lock-up, holdback or similar agreements requested by the
underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Sponsor Investors. 

Section 4    Registration Procedures. 

(a)    Company Obligations. Whenever the Holders have requested that any Registrable Securities be registered
pursuant to this Agreement or have initiated a Shelf Offering, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant
thereto the Company will as expeditiously as possible: 
 (i)    prepare and file with (or submit
confidentially to) the SEC a registration statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective,
all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus or any amendments or supplements thereto, the
Company will furnish to the counsel selected by the Sponsor Investors covered by such registration statement copies of all such documents proposed to be filed or submitted, which documents will be subject to the review and comment of such counsel);

 (ii)    notify each Holder of (A) the issuance by the SEC of any stop order suspending the
effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder; 

(iii)    prepare and file with the SEC such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended
methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten
Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

 (iv)    furnish, without charge, to each seller of Registrable Securities thereunder and each
underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) (in each case including all exhibits and
documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as such seller or underwriter, if any, may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller (the Company hereby consenting 

  
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to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or
supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);

 (v)    use its best efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such seller (provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or
(B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction); 

(vi)    notify in writing each seller of such Registrable Securities (A) promptly after it receives
notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any
registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such
registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or
circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to
Section 1(f), if required by applicable law or to the extent requested by the Sponsor Investor, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any
time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct; 

(vii)    (A) use best efforts to cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as
such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance
requirements; 
 (viii)    use best efforts to provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration statement; 
 (ix)    enter
into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Sponsor Investors or the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling
efforts and effecting a stock or unit split or combination, recapitalization or reorganization); 

  
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 (x)    make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records,
pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and
independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;

 (xi)    take all actions to ensure that any Free-Writing Prospectus utilized in connection with any
Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the
Securities Act to the extent required thereby and, when taken together with the related prospectus, 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 statements therein, in light of the circumstances under which they were made, not misleading; 

(xii)    otherwise use its best efforts to 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 the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the
effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 

(xiii)    permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter
or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in
the reasonable judgment of such Holder and its counsel should be included; 
 (xiv)    use best efforts
to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or
preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, best efforts to obtain promptly
the withdrawal of such order; 
 (xv)    use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; 

(xvi)    cooperate with the Holders covered by the registration statement and the managing underwriter or
agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, or the removal of any restrictive legends associated with any
account at 

  
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which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;

 (xvii)    if requested by any managing underwriter, include in any prospectus or prospectus supplement
updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing
underwriter; 
 (xviii)    take no direct or indirect action prohibited by Regulation M under the
Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable; 

(xix)    cooperate with each Holder covered by the registration statement and each underwriter or agent
participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the
New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent
Underwriter acceptable to the managing underwriter; 
 (xx)    in the case of any underwritten
offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public
accountants in customary form and covering such matters of the type customarily covered by cold comfort letters; 

(xxi)    use its best efforts to provide (A) a legal opinion of the Company’s outside counsel,
dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such
securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date,
in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders
assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an
underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case,
addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable
Securities and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities; 

(xxii)    if the Company files an Automatic Shelf Registration Statement covering any Registrable
Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;


  
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 (xxiii)    if the Company does not pay the filing fee
covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; 

(xxiv)    if the Automatic Shelf Registration Statement has been outstanding for at least three
(3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI
status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form
S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective; and 

(xxv)    if requested by any Participating Sponsor Investor, cooperate with such Participating Sponsor
Investor and with the managing underwriter or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used
in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the underwritten offering if it so elects. 

(b)    Officer Obligations. Each Holder that is an officer of the Company agrees that if and for so long as he or
she is employed by the Company or any Subsidiary thereof, he or she will participate fully in the sale process in a manner customary for persons in like positions and consistent with his or her other duties with the Company, including the
preparation of the registration statement and the preparation and presentation of any road shows. 
 (c)    Automatic
Shelf Registration Statements. If the Company files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, and no Sponsor Investor requests that its Registrable Securities be
included in such Shelf Registration Statement, the Company agrees that, at the request of any Sponsor Investor, it will include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that
the Sponsor Investors may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Company has filed any Automatic Shelf Registration Statement for the
benefit of the holders of any of its securities other than the Holders, the Company shall, at the request of any Sponsor Investor, file any post-effective amendments necessary to include therein all disclosure and language necessary to ensure that
the holders of Registrable Securities may be added to such Shelf Registration Statement. 
 (d)    Additional
Information. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing, as a condition to such seller’s participation in such registration. 

(e)    In-Kind Distributions. If any Sponsor Investor (and/or any of their
Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under
the Securities Act. 
 (f)    Suspended Distributions. Each Person participating in a registration
hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(a)(vi), such Person will immediately discontinue the disposition of its Registrable
Securities 

  
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pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(a)(vi),
subject to the Company’s compliance with its obligations under Section 4(a)(vi). 

(g)    Other. To the extent that any of the Participating Sponsor Investors is or may be deemed to be an
“underwriter” of Registrable Securities pursuant to any SEC comments or policies, the Company agrees that (i) the indemnification and contribution provisions contained in Section 6 shall be applicable to the
benefit of such Participating Sponsor Investor in their role as an underwriter or deemed underwriter in addition to their capacity as a Holder and (ii) such Participating Sponsor Investor shall be entitled to conduct the due diligence which
they would normally conduct in connection with an offering of securities registered under the Securities Act, including without limitation receipt of customary opinions and comfort letters addressed to such Participating Sponsor Investor. 

Section 5    Registration Expenses. 

Except as expressly provided herein, all out-of-pocket expenses
incurred by the Company or any Sponsor Investor in connection with the performance of or compliance with this Agreement and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the same shall become
effective, shall be paid by the Company, including, without limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in
connection with compliance with any securities or “blue sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the
Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all
independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so
desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar
securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the initial Public Offering), (vii) all applicable rating agency fees with respect to the Registrable Securities,
(viii) all reasonable fees and disbursements of one legal counsel for selling Holders selected by the Sponsor Investors (which may be the same counsel as selected for the Company) together with any necessary local counsel as may be required by
the Sponsor Investors, (ix) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company or the Sponsor Investors
in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xii) all expenses related to the
“road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells
securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all
transfer taxes (if any) attributable to the sale of Registrable Securities. 
 Section 6    Indemnification and
Contribution. 
 (a)    By the Company. The Company will indemnify and hold harmless, to the fullest extent
permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and
representatives, and any successors and assigns thereof, and each Person 

  
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who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including
with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the
following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or
Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an
“application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the
“blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation
by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any
such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses.
Notwithstanding the foregoing, the Company will not be liable in any such case to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement or omission made in such registration statement, any such
prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished
in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has
furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten
offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller. 

(b)    By Holders. In connection with any registration statement in which a Holder is participating, each such
Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the
Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and appealable judgment, order
or decree of a court of competent jurisdiction) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for
use therein; provided that the obligation to indemnify will be individual, not joint and several, for each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to
such registration statement. 
 (c)    Claim Procedure. Any Person entitled to indemnification hereunder will
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will impair any Person’s right to indemnification hereunder only
to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may


  
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exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties will have a right to retain one separate
counsel, chosen by the majority of the conflicted indemnified parties involved in the indemnification and approved by the Sponsor Investor, at the expense of the indemnifying party. 

(d)    Contribution. If the indemnification provided for in this Section 6 is held by a
court of competent jurisdiction to be unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any Loss referred to herein, then such indemnifying party will contribute to the amounts
paid or payable by such indemnified party as a result of such Loss, (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) of this Section 6(d) is not permitted by
applicable law, then in such proportion as is appropriate to reflect not only such relative fault but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the
registration statement on the other in connection with the statement or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such
contribution will be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative
fault of the indemnifying party and of the indemnified party will be determined by reference to, among other things, whether the untrue (or, as applicable alleged) untrue statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it
would not be just or equitable if the contribution pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable
considerations. The amount paid or payable by an indemnified party as a result of the Losses referred to herein will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any
Person who is not guilty of such fraudulent misrepresentation. 
 (e)    Release. No indemnifying party will,
except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation. 

(f)    Non-exclusive Remedy; Survival. The
indemnification and contribution provided for under this Agreement will be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract (and the Company and its Subsidiaries shall
be considered the indemnitors of first resort in all such circumstances to which this Section 6 applies) and will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling Person of such indemnified party and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement. 

  
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 Section 7    Cooperation with Underwritten Offerings. No
Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to
approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; provided that no Holder will be required to sell more than the number of
Registrable Securities such Holder has requested to include in such registration) and (ii) completes, executes and delivers all questionnaires, powers of attorney, stock powers, custody agreements, indemnities, underwriting agreements and other
documents and agreements required under the terms of such underwriting arrangements or as may be reasonably requested by the Company and the lead managing underwriter(s). To the extent that any such agreement is entered into pursuant to, and
consistent with, Section 3, Section 4 and/or this Section 7, the respective rights and obligations created under such agreement will supersede the respective rights and
obligations of the Holders, the Company and the underwriters created thereby with respect to such registration. 

Section 8    Subsidiary Public Offering. If, after an initial Public Offering of the common equity
securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and
the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder. 

Section 9    Rules 144 and 144A and Regulation S. The Company covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of the Sponsor Investors, make
publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time), and it will take such further action as
the Sponsor Investors may reasonably request, all to the extent required from time to time to enable the Sponsor Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided
by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder, the
Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. 

Section 10    Trading Windows. The Company shall (i) use its reasonable best efforts to notify the
Sponsor Investors of each “closing” and “opening” date under the trading windows established by the Company’s insider trading policy, in each case, at least two (2) Business Days prior to each such date and (ii), at the
request of any Sponsor Investor, confirm to such Sponsor Investor whether a trading window is open at such time; provided that, upon any Sponsor Investor’s request, the Company will not provide the notice set forth in clause (i) above
until such Sponsor Investor requests such notice requirement to be reinstated. 
 Section 11    Joinder;
Additional Parties; Transfer of Registrable Securities. 
 (a)    Joinder. The Company may from time to time
(with the prior written consent of the Sponsor Investors) permit any Person who acquires Common Equity (or rights to acquire Common Equity) to become a party to this Agreement and to be entitled to and be bound by all of the rights and obligations
as a Holder by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit B attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the
Common Equity held by such Person shall become the category of Registrable Securities (i.e., Sponsor Investor Registrable Securities, Other Investor Registrable Securities or Executive Registrable Securities), and such Person shall be deemed the
category of Holder (i.e., Sponsor Investor, Other Investor or Executive), in each case as set forth on the signature page to such Joinder. 

  
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 (b)    Permitted Transfers. Notwithstanding anything to the
contrary set forth herein, the restrictions set forth in this Section 11 shall not apply to any Transfer of Common Equity Securities by any Holder, (i) in the case of a Holder that is a natural person, by will or
pursuant to the applicable Laws of descent and distribution or among such Holder’s Family Group, and (ii) in the case of the Carlyle Investors and the TA Investors, (A) to their respective Affiliates and (B) Transfers among the
Carlyle Investors (and their respective Affiliates) and the TA Investors (and their respective Affiliates). All transferees acquiring Common Equity Securities and executing a joinder in compliance with this Section 11(b)
are collectively referred to herein as “Permitted Transferees,” and a Transfer to a Permitted Transferee is referred to as a “Permitted Transfer.” In the event that a Person who was a Permitted Transferee is no
longer a “Permitted Transferee” hereunder, such Permitted Transferee shall Transfer its Common Equity Securities back to the Holder which Transferred such Common Equity Securities to the Permitted Transferee in accordance with this
Section 11(b). Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement, including by making one or more Transfers to one or more Permitted Transferees and then directly or indirectly
disposing of all or any portion of such party’s interest in any such Permitted Transferee, by Transferring interests in a holding company or otherwise. 

(c)    Restrictions on Transfers. The Executives and the Other Investors may Transfer Executive Registrable
Securities or Other Investor Registrable Securities, respectively; provided, that, until the later of (i) the first date on which both the Carlyle Investors and the TA Investors no longer meet the Minimum Threshold (as defined below) and
(ii) one hundred eighty (180) days after such initial Public Offering, no Executive shall Transfer any Executive Registrable Securities pursuant to this Section 11(c) to the extent that such Transfer would result
in the Relative Ownership Percentage of such Executive immediately following the effective time of such Transfer (the “Determination Time”) being less than the lesser of the Relative Ownership Percentage of the Carlyle Investors or
the Relative Ownership Percentage of the TA Investors immediately following the Determination Time. 
 (d)    Public
Offering Coordination. For so long as the Carlyle Investors (collectively) and the TA Investors (collectively) hold more than 10% of the issued and outstanding Common Equity Securities (the “Minimum Threshold”), if any Carlyle
Investor or TA Investor, as applicable, desires to effectuate a Transfer of some or all of its Sponsor Investor Registrable Securities pursuant to a Transfer under Rule 144 (such Transfer, including a block trade effectuated pursuant to Rule 144, a
“Rule 144 Transfer”; such Transferring Holder, a “Rule 144 Transferring Investor”) such Rule 144 Transferring Investor shall consult with the TA Investors, in the case of a Rule 144 Transfer initiated by a holder of
Carlyle Registrable Securities, and the Carlyle Investors, in the case of a Rule 144 Transfer initiated by a holder of TA Registrable Securities, at least two (2) Business Days prior to effectuating any such Rule 144 Transfer and shall provide
the TA Investors, in the case of a Rule 144 Transfer initiated by a holder of Carlyle Registrable Securities, and the Carlyle Investors, in the case of a Rule 144 Transfer initiated by a holder of TA Registrable Securities, with the opportunity to
participate in the contemplated Rule 144 Transfer by selling its Sponsor Investor Registrable Securities up to an amount equal to (x) the number of Common Equity Securities proposed to be Transferred by the Rule 144 Transferring Investor in
such Rule 144 Transfer multiplied by (y) the TA Investors’, in the case of a Rule 144 Transfer initiated by a holder of Carlyle Registrable Securities, and the Carlyle Investors’, in the case of a Rule 144 Transfer initiated by a
holder of TA Registrable Securities, percentage ownership of the aggregate number of Sponsor Investor Registrable Securities as of the date hereof, it being understood that if such product is fractional, it shall be rounded down to the nearest whole
number. 

  
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 (e)    Legend. Each certificate (if any) evidencing any
Registrable Securities and each certificate issued in exchange for or upon the transfer of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) will be stamped or otherwise
imprinted with a legend in substantially the following form: 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF _________ __, 2021 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S EQUITYHOLDERS, AS
AMENDED. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 
 The Company will
imprint such legend on certificates evidencing Registrable Securities outstanding prior to the date hereof. The legend set forth above will be removed from the certificates evidencing any securities that have ceased to be Registrable Securities.

 Section 12    General Provisions. 

(a)    Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended,
modified or waived only with the prior written consent of the Company and the holders of a majority of the Sponsor Investor Registrable Securities; provided that no such amendment, modification or waiver that would treat a specific Holder or
group of Holders of Registrable Securities (i.e., Sponsor Investors, Other Investors or Executives) in a manner materially and adversely different than any other Holder or group of Holders will be effective against such Holder or group of Holders
without the consent of the holders of a majority of the Registrable Securities that are held by the group of Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce any of the provisions of this
Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach
or default by any Person in the performance by that Person of his, her or its obligations under this Agreement will not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any
other obligations of that Person under this Agreement. 
 (b)    Remedies. The parties to this Agreement will be
entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their
favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing
hereunder, any party will be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the
provisions of this Agreement. 
 (c)    Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable law or regulation in any
jurisdiction, such prohibition, invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein. 

  
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 (d)    Entire Agreement. Except as otherwise provided herein,
this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto,
written or oral, which may have related to the subject matter hereof in any way. 
 (e)    Successors and
Assigns. Except as otherwise provided herein, this Agreement will bind and inure to the benefit and be enforceable by the Company and its successors and permitted assigns and the Holders and their respective successors and permitted assigns
(whether so expressed or not). 
 (f)    Notices. Any notice, demand or other communication to be given under or
by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business
hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the
recipient by first class mail, return receipt requested. Such notices, demands and other communications will be sent to the Company at the address specified on the signature page hereto or any Joinder and to any holder, or at such address or to the
attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by giving prior written notice of the change to the sending party
as provided herein. 
 The Company’s address is: 

PurposeBuilt Brands, Inc.  

755 Tri-State Parkway 

Gurnee, IL 60031 
 Attn: #### 

Facsimile: #### 
 With a copy
to: 
 Kirkland & Ellis LLP  

601 Lexington Avenue 
 New York,
NY 10022 
 Attn: Joshua N. Korff, P.C. 

Ross M. Leff, P.C. 
 Facsimile:
(212) 446-4900 
 The Carlyle Investors’ address is: 

The Carlyle Group 
 520
Madison Avenue 
 New York, NY 10022 

Attn: #### 

         #### 

Facsimile: #### 

  
 -18- 













 With a copy to: 

Kirkland & Ellis LLP  

601 Lexington Avenue 
 New York,
NY 10022 
 Attn: Joshua N. Korff, P.C. 

Ross M. Leff, P.C. 
 Facsimile:
(212) 446-4900 
 The TA Investors’ address is: 

TA Associates Mgmt., L.P. 

200 Claredon Street, 56th Fl. 

Boston, MA 02116 
 Attn: #### 

Facsimile: #### 
 With a copy
to: 
 Goodwin Procter LLP 

100 Northern Avenue 
 Boston, MA
02210 
 Attn:      Jon Herzog 

Email:    #### 
 or to such
other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 

(g)    Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not
a Business Day, the time period will automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday. 

(h)    Governing Law. All issues and questions concerning the construction, validity, interpretation and
enforcement of this Agreement and the exhibits and schedules hereto will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether
of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 

(i)    MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO
ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS
CONTEMPLATED HEREBY. 
 (j)    CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE CHANCERY COURT OF THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE WILL BE EFFECTIVE SERVICE
OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND 

  
 -19- 













 
UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
 (k)    No Recourse. Notwithstanding anything to the
contrary in this Agreement, the Company and each Holder agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, will be had against any current or future director,
officer, employee, general or limited partner or member of any Holder or any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other
applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member
of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered in
connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation. 

(l)    Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement will be by way of example rather than by limitation. 

(m)    No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party. 

(n)    Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the
signature of more than one party, but all such counterparts taken together will constitute one and the same agreement. 

(o)    Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or
instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of
such signed writing using a facsimile machine or electronic mail will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to all other
parties. No party hereto or to any such agreement or instrument will raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. 

(p)    Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder
agrees to execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby. 

  
 -20- 













 (q)    Dividends, Recapitalizations, Etc. If at any time or from
time to time there is any change in the capital structure of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means,
appropriate adjustment will be made in the provisions hereof so that the rights and privileges granted hereby will continue. 

(r)    No Third-Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the
benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder, except as otherwise expressly provided herein. 

*    *    *    *    * 

  
 -21- 













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

			
	 PURPOSEBUILT BRANDS, INC.



 
			
		
	By:	 	  

		
	Its:	 	  



 [Signature Page to Registration Rights Agreement] 












 
			
	SPONSOR INVESTORS:
	
	CARLYLE PANAMERA HOLDINGS, L.P.


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:
	Title:


 
			
	
	TA XII-A, L.P.


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:
	Title:


 
			
	
	TA XII-B, L.P.


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:
	Title:


 
			
	
	TA INVESTORS XII, L.P.


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:
	Title:



  

[Signature Page to Registration Rights Agreement] 













 
			
	OTHER INVESTORS:


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:	 	
	Title:	 	


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:	 	
	Title:	 	


 
			
		
	By:	 	  

	Its:	 	  



 
			
	
	  

	Name:	 	
	Title:	 	


 [Signature Page to Registration Rights Agreement] 












 EXHIBIT A 

DEFINITIONS 

“Affiliate” of any Person means any other Person controlled by, controlling or under common control with such Person and, in
the case of an individual, also includes any member of such individual’s Family Group; provided that the Company and its Subsidiaries will not be deemed to be Affiliates of any holder of Registrable Securities. As used in this
definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) will mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities, by contract or otherwise). 
 “Agreement” has
the meaning set forth in the recitals. 
 “Automatic Shelf Registration Statement” has the meaning set forth in
Section 1(a). 
 “Business Day” means a day that is not a Saturday or Sunday or a day on which
banks in New York City are authorized or requested by law to close. 
 “Carlyle Investor” means Carlyle Panamera Holdings,
L.P. and its Permitted Transferees. 
 “Carlyle Registrable Securities” means (i) any Common Equity held (directly or
indirectly) by the Carlyle Investors or any of their Affiliates, whether acquired before or after the date of this Agreement, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities
referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization; provided that any decision to be made under this Agreement by the
Carlyle Investors shall be made by the holders of a majority of all Carlyle Registrable Securities. 
 “Charitable Gifting
Event” means any transfer by a Sponsor Investor, or any subsequent transfer by such holder’s members, partners or other employees, in connection with a bona fide gift to any Charitable Organization on the date of, but prior to, the
execution of the underwriting agreement entered into in connection with any underwritten offering. 
 “Charitable
Organization” means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time. 

“Common Equity” means the Company’s common stock, par value $0.01 per share. 

“Common Equity Securities” means (i) the Company’s Common Equity and (ii) any equity securities of the Company
or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

 “Company” has the meaning set forth in the preamble and shall include its successor(s). 

“Demand Registration” has the meaning set forth in Section 1(a). 

“Determination Time” has the meaning set forth in Section 11(c). 

“End of Suspension Notice” has the meaning set forth in Section 1(f)(ii). 

  
 A-1 













 “Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder. 

“Excluded Registration” means any registration (i) pursuant to a Demand Registration (which is addressed in
Section 1(a)), or (ii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC or any successor or similar forms).
 
 “Executives” has the meaning set forth in the recitals. 

“Executive Registrable Securities” means, irrespective of which Person holds such securities, any Common Equity held by the
management employees of the Company who are listed as “Executives” on the signature page hereto or to a Joinder, whether acquired before or after the date of this Agreement. 

“Family Group” means with respect to any individual, such individual’s current or former spouse, their respective
parents, descendants of such parents (whether natural or adopted) and the spouses of such descendants, any trust, limited partnership, corporation or limited liability company established solely for the benefit of such individual or such
individual’s current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants. 

“FINRA” means the Financial Industry Regulatory Authority. 

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405. 

“Holdback Period” has the meaning set forth in Section 3(a). 

“Holder” means a holder of Registrable Securities who is a party to this Agreement (including by way of Joinder). 

“Indemnified Parties” has the meaning set forth in Section 6(a). 

“Joinder” has the meaning set forth in Section 11(a). 

“Law” means any law, statute, rule or regulation; audit or inquiry by a regulator, bank examiner or self-regulatory
organization; or policy, order, writ, injunction, decree or judgment or other process of any transnational, domestic or foreign federal, state, provincial, county municipal, local or other other governmental, quasi-governmental, administrative or
regulatory authority, department, court, agency, arbitral tribunal or official, including any political subdivision thereof. 

“Long-Form Registrations” has the meaning set forth in Section 1(a). 

“Losses” has the meaning set forth in Section 6(c). 

“Minimum Threshold” has the meaning set forth in Section 11(d). 

“Other Investors” has the meaning set forth in the recitals. 

“Other Investor Registrable Securities” means (i) any Common Equity held (directly or indirectly) by any Other Investors
or any of their Affiliates, whether acquired before or after the date of this Agreement, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause
(i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization. 

  
 A-2 













 “Participating Sponsor Investors” means any Sponsor Investor(s)
participating in the request for a Demand Registration, Shelf Offering, Piggyback Registration or Underwritten Block Trade. 

“Permitted Transfer” has the meaning set forth in Section 11(b). 

“Permitted Transferee” has the meaning set forth in Section 11(b). 

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

“Piggyback Registrations” has the meaning set forth in Section 2(a). 

“Public Offering” means any sale or distribution by the Company, one of its Subsidiaries and/or Holders to the public of
Common Equity or other securities convertible into or exchangeable for Common Equity pursuant to an offering registered under the Securities Act. 

“Registrable Securities” means Sponsor Investor Registrable Securities, Other Investor Registrable Securities and Executive
Registrable Securities. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been (a) sold or distributed pursuant to a Public Offering, (b) sold in compliance with Rule 144
following the consummation of the initial Public Offering, (c) distributed to the direct or indirect partners or members of a Sponsor Investor or (d) repurchased by the Company or a Subsidiary of the Company. For purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Securities, and the Registrable Securities will be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person will be
entitled to exercise the rights of a holder of Registrable Securities hereunder (it being understood that a holder of Registrable Securities may only request that Registrable Securities in the form of Common Equity be registered pursuant to this
Agreement). Notwithstanding the foregoing, following the consummation of an initial Public Offering, any Registrable Securities held by any Person (other than any Sponsor Investor or its Affiliates) that may be sold under Rule 144(b)(1)(i) without
limitation under any of the other requirements of Rule 144 will be deemed not to be Registrable Securities. 
 “Registration
Expenses” has the meaning set forth in Section 5. 
 “Relative Ownership Percentage”
means (a) with respect to any Executive or Other Investor, a fraction (expressed as a percentage), (A) the numerator of which is the number of Common Equity Securities other than (1) any Common Equity Securities which have not vested or
are subject to restrictions on exercise or conversion as of the date of determination or (2) unvested options ((1) and (2) collectively, “Unrestricted Securities”) owned by such Executive or such Other Investor immediately
following the Determination Time and (B) the denominator of which is the sum of (x) the number of Unrestricted Securities owned by such Executive or such Other Investor immediately following the initial Public Offering plus
(y) the number of Common Equity Securities owned by such Executive or such Other Investor that were not Unrestricted Securities immediately following the initial Public Offering but that have subsequently become Unrestricted Securities; and
(b) with respect to the Sponsor Investors, a fraction (expressed as a percentage), (A) the numerator of which is the aggregate number of Common Equity 

  
 A-3 













 
Securities owned by the Carlyle Investors or the TA Investors, as applicable, immediately following the Determination Time and (B) the denominator of which is the aggregate number of Common
Equity Securities owned by the Carlyle Investors or the TA Investors, as applicable, immediately following the initial Public Offering. 

“Rule 144”, “Rule 144A”, “Rule 158”, “Rule 405”, “Rule
415”, “Rule 403B”, “Rule 462” and “Regulation S” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same will be amended from
time to time, or any successor rule then in force. 
 “Rule 144 Transfer” has the meaning set forth in
Section 11(d). 
 “Rule 144 Transferring Investor” has the meaning set forth in
Section 11(d). 
 “Sale Transaction” has the meaning set forth in
Section 3(a). 
 “SEC” means the United States Securities and Exchange Commission. 

“Securities” has the meaning set forth in Section 3(a). 

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force,
together with all rules and regulations promulgated thereunder. 
 “Shelf Offering” has the meaning set forth in
Section 1(d)(i). 
 “Shelf Offering Notice” has the meaning set forth in
Section 1(d)(i). 
 “Shelf Period” has the meaning set forth in Section 1(d)(v). 

“Shelf Registration” has the meaning set forth in Section 1(a). 

“Shelf Registrable Securities” has the meaning set forth in Section 1(d)(i). 

“Shelf Registration Statement” has the meaning set forth in Section 1(d). 

“Short-Form Registrations” has the meaning set forth in Section 1(a). 

“Sponsor Investors” has the meaning set forth in the recitals. 

“Sponsor Investor Registrable Securities” means (i) any Common Equity held (directly or indirectly) by any Sponsor
Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or
combination of securities, or any recapitalization, merger, consolidation or other reorganization. 
 “Subsidiary” means,
with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination
thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by the Company or one or more Subsidiaries of the Company or a 

  
 A-4 













 
combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business
entity if such Person or Persons will be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or will be or control the managing director or general partner of such limited liability
company, partnership, association or other business entity. 
 “Suspension Event” has the meaning set forth in
Section 1(f)(ii). 
 “Suspension Notice” has the meaning set forth in
Section 1(f)(ii). 
 “Suspension Period” has the meaning set forth in
Section 1(f)(i). 
 “TA Investors” means, collectively, TA
XII-A, L.P., TA XII-B, L.P. and TA Investors XII, L.P. and their Permitted Transferees. 

“TA Registrable Securities” means (i) any Common Equity held (directly or indirectly) by the TA Investors or any of
their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or
any recapitalization, merger, consolidation or other reorganization; provided that any decision to be made under this Agreement by the TA Investors shall be made by the holders of a majority of all TA Registrable Securities. 

“Transfer” means any direct or indirect sale, assignment, transfer, pledge, hypothecation, give away, or any other
disposition of or encumbrance upon, whether voluntarily or involuntarily or by operation of law or otherwise, whether for consideration or for no consideration, whether in whole or in part (including, for the avoidance of doubt, any Transfer of any
economic, voting or other rights or intersts). 
 “Underwritten Block Trade” has the meaning set forth in
Section 1(d)(ii). 
 “Violation” has the meaning set forth in Section 6(a). 

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405. 

  
 A-5 













 EXHIBIT B 

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of
                    , 20     (as amended, modified and waived from time to time, the “Registration
Agreement”), among PurposeBuilt Brands, Inc., a Delaware corporation (the “Company”), and the other persons named as parties therein (including pursuant to other Joinders). Capitalized terms used herein have the meaning set
forth in the Registration Agreement. 
 By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a
party to, to be bound by, and to comply with the provisions of, the Registration Agreement as a Holder in the same manner as if the undersigned were an original signatory to the Registration Agreement, and the undersigned will be deemed for all
purposes to be a Holder, a [Sponsor Investor // Other Investor // Executive] thereunder and the undersigned’s          shares of Common Equity will be deemed for all purposes to be
[Sponsor Investor // Other Investor // Executive] Registrable Securities under the Registration Agreement. 
 Accordingly, the
undersigned has executed and delivered this Joinder as of the      day of             , 20    . 

 

			
	  
 Signature

		 	
	  
 Print Name

		
	Address:	 	  

	  

	  



 Agreed and Accepted as of 

                    ,
20    : 
  

			
	PURPOSEBUILT BRANDS, INC.


			
		
	By:	 	  

	Its:	 	  



  
 B-1 













 EXHIBIT C 

Executives