EX-10.4



 Exhibit 10.4 

REGISTRATION RIGHTS AGREEMENT 

by and among 
 C&J
ENERGY SERVICES, INC. 
 and 

THE HOLDERS PARTY HERETO 

Dated as of January 6, 2017 







 TABLE OF CONTENTS 

 
  

 

							
	 	 	 	  	PAGE	 
	 1.
	 	 Definitions
	  	 	1	  
			
	 2.
	 	 Shelf Registration
	  	 	6	  
			
	 3.
	 	 Demand Registration
	  	 	8	  
			
	 4.
	 	 Piggyback Registration
	  	 	11	  
			
	 5.
	 	 Suspensions; Withdrawals; Notices
	  	 	12	  
			
	 6.
	 	 Company Undertakings
	  	 	13	  
			
	 7.
	 	 Holder Undertakings
	  	 	19	  
			
	 8.
	 	 Registration Expenses
	  	 	21	  
			
	 9.
	 	 Lock-Up Agreements
	  	 	22	  
			
	 10.
	 	 Public Reports
	  	 	23	  
			
	 11.
	 	 Indemnification; Contribution
	  	 	24	  
			
	 12.
	 	 Transfer of Registration Rights
	  	 	27	  
			
	 13.
	 	 Amendment, Modification and Waivers; Further Assurances
	  	 	28	  
			
	 14.
	 	 Miscellaneous
	  	 	28	  


							
			
	 Annex A
	 	 Form of Joinder Agreement
	  	 	A-1	  


  
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 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 6, 2017 by and among C&J Energy
Services, Inc. (the “Company”) and the Backstop Parties pursuant to the Plan of Reorganization (the “Plan”) of CJ Holding Company and certain of its debtor affiliates under Chapter 11 of Title 11 of the United
States Code approved by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). Capitalized terms used but not otherwise defined herein are defined in Section 1 of this
Agreement. 
 RECITALS: 

WHEREAS, the Company proposes to issue the Common Stock pursuant to, and upon the terms set forth in, the Plan to the Holders party hereto;
and 
 WHEREAS, each of (i) the Company and (ii) the Backstop Parties desires to enter into this Agreement with respect to the
rights, priorities and obligations set forth herein. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each of the Holders hereby agree as follows: 

 

	 	1.	Definitions. 

 (a)    As used herein, the following terms have the
following meanings: 
 “Affiliate” of any particular Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. 
 “Alternative Securities Exchange” means, excluding any National
Securities Exchange, any other securities exchange or over-the-counter quotation system, including, without limitation, the NYSE MKT, the NASDAQ Capital Market, any
quotation or other listing service provided by the OTC Markets Group or the Financial Industry Regulatory Authority, Inc., any “pink sheet” or other alternative listing service or any successor or substantially equivalent service to any of
the foregoing. 
 “Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as
defined in Rule 405 (or any successor rule then in effect) promulgated under the Securities Act. 
 “Backstop Party” means
each of the parties to the Backstop Commitment Agreement with the Company dated as of December 6, 2016 and any of their Affiliates or Related Funds, in each case, that is a party to this Agreement and beneficially owns Registrable Securities.

 “beneficially owned,” “beneficial ownership” and similar phrases have the same meanings as such terms
have under Rule 13d-3 and 13d-5 (or any successor rule then in effect) promulgated under the Exchange Act, except that in calculating the beneficial ownership of any








 
Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition. The calculation of beneficial ownership for a Holder shall also include any Related Fund of such Holder. 

“Block Sale” means the sale of shares of Common Stock to one or more purchasers that are financial institutions in an
offering registered under the Securities Act (a) without a prior public marketing process by means of (i) a bought deal or (ii) a block trade or (b) pursuant to an “overnight” underwritten offering. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by applicable law or executive order to close. 
 “Capital Stock” means with respect to a
corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and any and all warrants, rights (including conversion and exchange rights) and options to
purchase any such shares, interests or equivalents (including convertible debt). 
 “Commission” means the United States
Securities and Exchange Commission or any successor governmental agency. 
 “Common Stock” means the shares of common
stock, par value $0.01 per share, of the Company issued on or after the Effective Date. 
 “control” (including the terms
“controlling,” “controlled by” and “under common control with”) means, unless otherwise noted, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting shares, by contract, or otherwise. 
 “Counsel to the Holders” means the
one law firm or other legal counsel to the Holders, which counsel shall be Davis Polk & Wardwell LLP, or such other counsel selected (i) in the case of a Demand Registration or Underwritten Shelf Takedown, by the Holders beneficially
owning a majority of the Registrable Securities initially requesting such Demand Registration or Underwritten Shelf Takedown; (ii) in the case of a Piggyback Registration, the Holders beneficially owning a majority of the Registrable Securities
requested to be included in such Piggyback Registration; and (iii) in the case of a Shelf Registration, the Holders beneficially owning a majority of the Registrable Securities to be included in such Shelf Registration. 

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System of the Commission. 

“Effective Date” has the meaning assigned to such term in the Plan, and is the date hereof. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

  
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 “Excluded Registration” means a registration of the Company’s securities
(i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other
employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(iii) in connection with any dividend or distribution reinvestment (or similar plan) or (iv) in which the only Capital Stock being registered is Capital Stock issuable upon conversion of debt securities that are also being registered in
connection therewith. 
 “FINRA” means the Financial Industry Regulatory Authority or any successor regulatory authority.

 “Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the
Securities Act. 
 “Holder” means (i) any party hereto that beneficially owns Registrable Securities, or (ii) any
other party to any Joinder, in each case, that, together with its Affiliates, beneficially owns Registrable Securities. 
 “Issuer
Free Writing Prospectus” means an issuer free writing prospectus as defined in Rule 433 under the Securities Act. 

“Joinder” a joinder agreement in the form of Annex A executed and delivered to the Company pursuant to Section 12. 

“Majority Holders” means Holders who collectively have beneficial ownership of at least a majority of the Registrable
Securities. 
 “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole. 

“National Securities Exchange” means The NASDAQ Global Market, The NASDAQ Global Select Market or The New York Stock
Exchange. 
 “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, a governmental entity or any department, agency or political subdivision thereof or any other entity. 

“Public Offering” means any sale or distribution to the public of Common Stock of the Company pursuant to an offering
registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Common Stock, including a Block Sale or a Holder Block Sale. 

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a
prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A 

  
 3 








 
under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses. 

“Registrable Securities” means at any time Common Stock of the Company held or beneficially owned by any Holder, including
(i) any Common Stock issued pursuant to the Plan or upon the conversion, exercise or exchange, as applicable, of any other securities and/or interests issued pursuant to the Plan; (ii) any shares of Common Stock acquired in the open market
or otherwise purchased or acquired by the Holder after the Effective Date and (iii) any shares of Common Stock issued by way of dividend, distribution, split or combination of securities or any recapitalization, merger, consolidation or other
reorganization; provided, however, that as to any Registrable Securities, such securities shall irrevocably cease to constitute Registrable Securities upon the earliest to occur of: (A) the date on which such securities have been
disposed of pursuant to an effective registration statement under the Securities Act; (B) the date on which such securities have been disposed of pursuant to Rule 144; and (C) the date on which such securities cease to be outstanding. 

“Registration Statement” means any registration statement of the Company, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement. 

“Related Fund” means any fund, account or investment vehicle controlled, managed, advised or
sub-advised by a Holder, an Affiliate of such Holder or the same investment manager, advisor or subadvisor of such Holder or an Affiliate of such investment manager, advisor or subadvisor. 

“Required Holders” means Holders who collectively have beneficial ownership of at least 10% of the Common Stock outstanding.

 “Rule 144” means Rule 144 promulgated under the Securities Act (or any successor rule then in effect). 

“Rule 144A” means Rule 144A promulgated under the Securities Act (or any successor rule then in effect). 

“Securities Act” means the Securities Act of 1933, as amended from time to time. 

“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of
Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Counsel to the Holders borne and paid by the Company as provided in Section 8(b). 

“Shelf Registration” means a registration of securities pursuant to a Registration Statement filed with the Commission in
accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect). 

  
 4 








 “Shelf Takedown” means an Underwritten Shelf Takedown or another Public Offering
pursuant to a Shelf Registration. 
 “Well-Known Seasoned Issuer” means a “well-known seasoned issuer” as defined
in Rule 405 promulgated under the Securities Act (or any successor rule then in effect) and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned
issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act. 
 (b)    Each of the following terms is defined in the
Section set forth opposite such term: 
  

			
	 Term
	  	 Section

	 Agreement
	  	Preamble
	 Bankruptcy Court
	  	Preamble
	 Block Sale Notice
	  	2(e)
	 Company
	  	Preamble
	 Company Block Sale Notice
	  	2(e)
	 Company Demand Registration Notice
	  	3(b)
	 Company Shelf Registration Notice
	  	2(a)
	 Company Shelf Takedown Notice
	  	2(d)
	 Demand Registration
	  	3(a)
	 Demand Registration Notice
	  	3(b)
	 Demand Shelf Takedown Notice
	  	2(d)
	 Determination Date
	  	2(c)
	 Due Diligence Information
	  	6(a)(x)
	 Effectiveness Period
	  	2(a)
	 Equity Securities
	  	9(a)
	 End of Suspension Notice
	  	5(b)
	 Form S-1 Shelf
	  	2(a)
	 Form S-3 Shelf
	  	2(a)
	 Form 10-K Filing Date
	  	2(a)
	 Holder Block Sale
	  	2(e)
	 Listing Notice
	  	6(b)
	 Lock-Up Agreement
	  	9(a)(ii)
	 Long-Form Registration
	  	3(a)
	 Losses
	  	11(a)
	 MNPI
	  	5(a)
	 Opt-In Election
	  	7(e)
	 Opt-Out Election
	  	7(e)
	 Permitted Free Writing Prospectus
	  	7(a)
	 Piggyback Registration
	  	4(a)
	 Piggyback Registration Notice
	  	4(a)
	 Plan
	  	Preamble
	 Registration Expenses
	  	8(a)
	 Required Effective Period
	  	6(a)(iii)
	 Restricted Period
	  	9(a)
	 road show
	  	11(a)
	 Sale Transaction
	  	9(a)
	 Shelf Registration Statement
	  	2(a)
	 Short-Form Registration
	  	3(a)
	 Suspension Event
	  	5(b)
	 Suspension Notice
	  	5(b)
	 Underwritten Shelf Takedown
	  	2(d)
	 Withdrawal Request
	  	5(d)


  
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	 	2.	Shelf Registration. 

 (a)    Shelf Registration. At any time
after the Effective Date, the Required Holders may request that the Company file a Registration Statement for a Shelf Registration covering the resale of all of the Registrable Securities on a delayed or continuous basis on Form S-1 (the “Form S-1 Shelf”) or, if available, on Form S-3 (a “Form S-3
Shelf” and, together with the Form S-1 Shelf and any Automatic Shelf Registration Statement, a “Shelf Registration Statement”); provided that, as soon as reasonably practicable
after the Effective Date, and in any event within 10 calendar days of the date the Company files its Annual Report on Form 10-K for the year ended December 31, 2016 or the latest date the Company would be
required to file a Form 10-K specified in the Commission’s rules and regulations applicable to non-accelerated filers (the “Form 10-K Filing Date”), the Company shall file an initial Shelf Registration Statement without the delivery of any request from the Required Holders. The Company shall give written notice (a “Company
Shelf Registration Notice”) of the anticipated filing of any Shelf Registration Statement within ten (10) Business Days prior to such filing to all Holders of Registrable Securities and shall include in such Shelf Registration
Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the
Company Shelf Registration Notice. The Company shall use reasonable best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable and to remain effective until the earlier of (i) the date on which
all Registrable Securities included in such registration have been sold; (ii) the date on which all such securities are no longer Registrable Securities; and (iii) the maximum length permitted by the Commission (the “Effectiveness
Period”). The Company shall use reasonable best efforts to maintain the Shelf Registration Statement in accordance with the terms hereof. 

(b)    Conversion to Form S-3. The Company shall use reasonable best
efforts to convert any Form S-1 Shelf to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form
S-3. 
 (c)    Automatic Shelf Registration. Further, upon the Company
becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable, and such notice shall describe, in reasonable detail, the basis on which the Company has become a
Well-Known Seasoned Issuer, and (ii) the Company shall, 

  
 6 








 
as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company
shall use reasonable best efforts to file such Automatic Shelf Registration Statement as promptly as practicable, but in no event later than 30 calendar days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf
Registration Statement to remain effective thereafter until the end of the Effectiveness Period and shall file additional Automatic Shelf Registration Statements as necessary until the earlier of (i) the date on which all Registrable Securities
included in such registration have been sold; and (ii) the date on which all such securities are no longer Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders
as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if the Company is no longer a Well-Known Seasoned Issuer (the “Determination Date”), the Company shall
(A) as promptly as practicable, but in no event more than 20 calendar days after such Determination Date, give written notice thereof to all of the Holders and (B) within 30 calendar days after such Determination Date, file a Registration
Statement on an appropriate form (or a post-effective amendment converting the Automatic Shelf Registration Statement to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration
Statement declared effective as promptly as reasonably practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities. 

(d)    Requests for Underwritten Shelf Takedowns. At any time and from time to time after a Shelf Registration
Statement has been declared effective by or, in the case of an Automatic Shelf Registration Statement, filed with, the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public
Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that the Company will not be required to take any action pursuant to this Section 2(d) if
(A) within the 90 calendar day period preceding the date of a request for a Underwritten Shelf Takedown, the Company priced a Demand Registration or Underwritten Shelf Takedown, such Required Holders received notice of such Demand Registration
or Underwritten Shelf Takedown, and, if such Required Holders elected to sell pursuant to such Demand Registration or Underwritten Shelf Takedown, were able to sell 80% of the Registrable Securities requested to be included therein at the time
thereof or within 30 calendar days thereafter or (B) such Underwritten Shelf Takedown is not expected to yield aggregate gross proceeds of at least $25 million. All requests for Underwritten Shelf Takedowns shall be made by giving written
notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five
(5) Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders (a “Company Shelf Takedown Notice”) and, subject to
the provisions of Section 2(f) below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after
sending the Company Shelf Takedown Notice. 
 (e)    Block Sales. Notwithstanding anything in Section 2(d), any
of the Holders shall be permitted to demand or participate in a Block Sale, subject to the provisions of this 

  
 7 








 
Section 2(e). All requests for a Block Sale by a Backstop Party (a “Holder Block Sale”) shall be made by giving written notice to the Company (a “Block Sale
Notice”). Each Block Sale Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Holder Block Sale and the proposed date of such proposed Holder Block Sale, provided that such date must be at least
five (5) Business Days after receipt of the Block Sale Notice. Within two (2) Business Days after receipt of any Block Sale Notice and no later than 48 hours before the date of such proposed Holder Block Sale, the Company shall give
written notice of such requested Holder Block Sale to all other Holders (a “Company Block Sale Notice”) and, subject to the provisions of Section 2(f) below, shall include in such Holder Block Sale all Registrable Securities
with respect to which the Company has received written requests for inclusion therein within 24 hours of sending the Company Block Sale Notice. 

(f)    Priority on Underwritten Shelf Takedowns and Holder Block Sales. If the managing underwriters for such
Underwritten Shelf Takedown or Holder Block Sale advise the Company and the Holders of Registrable Securities included in the Underwritten Shelf Takedown or Holder Block Sale in writing that in their opinion the number of Registrable Securities and,
if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown or Holder Block Sale exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the
marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities initially requested to be included in such Underwritten Shelf Takedown or Holder Block Sale, timing or method of
distribution of the offering, the Company shall include in such Underwritten Shelf Takedown or Holder Block Sale the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable
Securities beneficially owned by the Holders requested to be included in such Underwritten Shelf Takedown or Holder Block Sale (as applicable), allocated pro rata among the respective Holders beneficially owning such Registrable Securities on
the basis of the number of Registrable Securities beneficially owned by each such Backstop Party; (ii) second, any securities to be sold by the Company for its own account requested to be included in such Underwritten Shelf Takedown or
Holder Block Sale by the Company; and (iii) third, other securities requested to be included in such Underwritten Shelf Takedown or Holder Block Sale (as applicable) to the extent permitted hereunder; provided that the Company
shall not include in any Underwritten Shelf Takedown or Holder Block Sale any such securities pursuant to the foregoing clause (iii) which are not Registrable Securities without the prior written consent of the Holders beneficially owning a
majority of the Registrable Securities initially requested to be included in such Underwritten Shelf Takedown or Holder Block Sale. 

(g)    Selection of Underwriters. The Holders beneficially owning a majority of the Registrable Securities
initially requesting an Underwritten Shelf Takedown or Holder Block Sale shall have the right to select the managing underwriters (which shall consist of one or more reputable nationally recognized investment banks) to administer the Public Offering
after consultation with the Company. 
  

	 	3.	Demand Registration. 

 (a)    Requests for Registration. At
any time and from time to time on or following the Effective Date, the Required Holders may request registration under the Securities 

  
 8 








 
Act of all or any portion of the Registrable Securities beneficially owned by such Required Holder(s) (A) on Form S-1 (or any successor form then in
effect) (a “Long-Form Registration”) or (B) on Form S-3 or any similar short-form registration (a “Short-Form Registration”), if available (any registration under this
Section 3(a), a “Demand Registration”); provided, that the Company will not be required to take any action pursuant to this Section 3(a) if (A) within the 180 calendar day period preceding the date of a Demand
Registration Notice, the Company effected a Demand Registration (other than a Block Sale), such Required Holders received notice of such Demand Registration, and such Required Holders were able to register and sell pursuant to such registration all
of the Registrable Securities requested to be included in such registration either at the time of the registration or within 30 calendar days thereafter or (B) such Demand Registration is not expected to yield aggregate gross proceeds of at
least $25 million. 
 (b)    Demand Registration Notices. All requests for Demand Registrations shall be
made by giving written notice to the Company (the “Demand Registration Notice”). Each Demand Registration Notice shall specify (i) whether such Demand Registration shall be an underwritten Public Offering and (ii) the
approximate number of Registrable Securities proposed to be sold in the Demand Registration. The Company shall promptly give written notice (a “Company Demand Registration Notice”) of the filing of a Registration Statement pursuant
to this Section 3 to all of the Holders not less than five (5) Business Days before such filing and, subject to the provisions of Section 3(d) below, shall include in such Demand Registration all Registrable Securities beneficially
owned by Holders on the date of the Company Demand Registration Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the date of the Company Demand Registration Notice.

 (c)    Short-Form Registrations. Demand Registrations shall be Short-Form Registrations whenever the Company
is permitted to use any applicable short form registration statement under the rules and regulations of the Securities Act, unless the underwriters, in their reasonable discretion, determine that the use of a Long-Form Registration is necessary in
order for the successful offering of such Registrable Securities. Promptly after the Company has become eligible to use Form S-3 under the Securities Act, the Company shall use reasonable best efforts to make
Short-Form Registrations on Form S-3 (or any successor form) available for the resale of Registrable Securities on a continuous or delayed basis. 

  
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 (d)    Priority on Demand Registrations. If the Demand Registration is
an underwritten Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities
requested to be included in such Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders
beneficially owning a majority of the Registrable Securities initially requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall include in such Demand Registration the number of
Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, the Registrable Securities beneficially owned by Holders requested to be included in such Demand Registration,
allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Backstop Party; (ii) second, any securities
to be sold by the Company for its own account requested to be included in such Demand Registration by the Company; and (iii) third, other securities requested to be included in such Demand Registration to the extent permitted hereunder;
provided that the Company shall not include in any Demand Registration any such securities pursuant to the foregoing clause (iii) which are not Registrable Securities without the prior written consent of the Holders beneficially owning a
majority of the Registrable Securities initially requested to be included in such Demand Registration. 

(e)    Selection of Underwriters. The Holders beneficially owning a majority of the Registrable Securities
initially requesting a Demand Registration which is an underwritten Public Offering shall have the right to select the managing underwriters (which shall consist of one or more reputable nationally recognized investment banks) to administer the
Public Offering after consultation with the Company. 
 (f)    Effective Demand Registration. A registration
shall not constitute an effective Demand Registration unless: 
 (i)    it has been declared effective by, or became
automatically effective upon filing with, the Commission and remains continuously effective for the Required Effective Period; 

(ii)    if after such Demand Registration has become effective and prior to all of the Registrable Securities registered
in such Demand Registration being sold, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable to the Holder requesting the Demand Registration, such interference is eliminated within 45 calendar days thereafter; or 

(iii)    if the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand
Registration are not satisfied or waived, it is by reason of a failure on the part of the Holders. 

  
 10 









	 	4.	Piggyback Registration. 

 (a)    Right to Piggyback. Whenever
the Company proposes to file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of any class of the Company’s Capital Stock (other than a Demand Registration, Underwritten Shelf
Takedown, Holder Block Sale or Excluded Registration, a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Registration (the
“Piggyback Registration Notice”) and (i) in the case of a Piggyback Registration that is a Shelf Takedown or is automatically effective upon filing, such Piggyback Registration Notice shall be given not less than five
(5) Business Days (two (2) Business Days in the case of a Block Sale) prior to the expected date of commencement of marketing efforts for such Shelf Takedown and (ii) in the case of any other Piggyback Registration, such Piggyback
Registration Notice shall be given not less than five (5) Business Days after the public filing of such Registration Statement; provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter
or managing underwriters of a Piggyback Registration that includes an underwritten Public Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities requested for inclusion in the
subject Piggyback Registration would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Piggyback Registration, the Company shall have no obligation to provide a
Piggyback Registration Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Piggyback Registration. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback
Registration, as applicable, all Registrable Securities beneficially owned by Holders on the date of the Piggyback Registration Notice with respect to which the Company has received written requests for inclusion therein within five
(5) Business Days (two (2) Business Days in the case of a Block Sale) after the date of the Piggyback Registration Notice. 

(b)    Priority on Piggyback Registrations. For any Piggyback Registration that includes an underwritten Public
Offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such Piggyback Registration exceeds the number of Registrable Securities and other securities,
if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities requested to be included in such Piggyback Registration,
timing or method of distribution of the offering, the Company shall include in such Piggyback Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first,
if the Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company thereby; (ii) second, the Registrable Securities requested to be included in such
Piggyback Registration by the remaining Holders allocated pro rata among the remaining Holders on the basis of the number of Registrable Securities beneficially owned by each Holder; and (iii) third, other securities requested to
be included in such Piggyback Registration, if any. 
 (c)    Selection of Underwriters. For any Piggyback
Registration that includes an underwritten Public Offering, the Company shall have the right to select the managing underwriters to administer the Public Offering (which shall consist of one or more reputable nationally recognized investment banks).


  
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	 	5.	Suspensions; Withdrawals; Notices. 

 (a)    Suspensions. The
Company may postpone, for up to 90 calendar days from the date of the Demand Registration Notice, Demand Shelf Takedown Notice, Block Sale Notice or request for a Shelf Registration Statement, the filing or the effectiveness of a Registration
Statement for a Demand Registration or Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 90 calendar days from the date of the Suspension Notice and therefore suspend sales of Registrable
Securities included therein by providing written notice to the Holders included in such registration if the Company shall have furnished to the Holders a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company
stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable Securities should be suspended; provided that the Company may not invoke a delay pursuant to this
Section 5(a) more than twice or for more than 120 calendar days in the aggregate, in each case, in any 12-month period. The Company may invoke this Section 5(a) only if the Company’s Board of Directors
determines in good faith, after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or plan by the Company or any
of its subsidiaries 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 or other transaction involving the
Company or any of its subsidiaries; or (ii) require premature disclosure of material non-public information (“MNPI”) that the Company has a bona fide business purpose for
preserving as confidential. Furthermore, the Company shall not be required to effect any registration pursuant to this Agreement while awaiting the Commission to declare the effectiveness of a registration statement of the Company. 

(b)    In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in
Section 5(a) or Section 6(a)(vi)(A), (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities included in such Registration Statement (a “Suspension Notice”) to suspend sales
of the Registrable Securities and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Company shall not include any MNPI in the Suspension Notice or otherwise provide
such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not sell any Registrable Securities pursuant to such 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. Holders may recommence sales of Registrable Securities pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of
Suspension Notice”) from the Company, and such End of Suspension Notice shall be given by the Company to the Holders and Counsel to the Holders promptly following the conclusion of any Suspension Event. 

(c)    Time Extension. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension
Notice with respect to any Registration Statement pursuant to this Section 5(c), the Company agrees that it shall (i) extend the Required Effective Period which 

  
 12 








 
such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to
and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such
period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement. 

(d)    Withdrawal Requests. At any time prior to the effective date of a Registration Statement, the Required
Holders may withdraw such demand or request for registration (“Withdrawal Request”) by providing written notice of such withdrawal to the Company. The Company shall pay all Registration Expenses in connection with any Registration
Statement subject to a Withdrawal Request. Any Holder may withdraw its request for inclusion of Registrable Securities in a Registration Statement by giving written notice to the Company of its intention to remove its Registrable Securities from
such Registration Statement within two (2) Business Days before the earlier of (i) the expected date of the commencement of marketing efforts for the Public Offering in connection with such Registration Statement or (ii) the
effectiveness of the Registration Statement. 
  

	 	6.	Company Undertakings. 

 (a)    Whenever Registrable Securities are
registered pursuant to this Agreement, the Company shall use reasonable best efforts to effect the registration and the sale of such Registrable Securities as soon as reasonably practicable in accordance with the intended method of disposition
thereof, and pursuant thereto the Company shall as promptly as reasonably practicable: 
 (i)    prepare and file with
the Commission a Registration Statement with regard to such Registrable Securities as soon as reasonably practicable but not later than 60 calendar days of its receipt of an applicable notice from the Required Holders (unless the Registration
Statement would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case, promptly after such
financial statements are available) and use reasonable best efforts to cause such Registration Statement to become effective as soon thereafter as is reasonably practicable; 

(ii)    before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the
Holders whose Registrable Securities are requested to be included in the Registration Statement copies of all such documents, other than exhibits, documents that are incorporated by reference and such documents that are otherwise publicly available
on EDGAR, proposed to be filed and such other documents reasonably requested by such Holders and provide Counsel to the Holders with a reasonable opportunity to review and comment on such documents of no less than three (3) Business Days; 

(iii)    notify each Holder of the effectiveness of each Registration Statement and prepare and file with the Commission
such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a 

  
 13 








 
period of not less than (A) 90 calendar days in the case of a Demand Registration that is not a Shelf Registration or (B) in the case of a Shelf Registration, until the date on which
all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (or, in each case, if sooner, until all Registrable Securities have been sold under such Registration Statement), and
comply with the provisions of the Securities Act (including by preparing and filing with the Commission any Prospectus or supplement to be used in connection therewith) 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 Holders as set forth in such Registration Statement (each such period as applicable, the “Required Effective Period”); 

(iv)    furnish to each seller of Registrable Securities, and the managing underwriters, without charge, such number of
copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any
Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any Issuer Free Writing Prospectus)), all exhibits and other documents filed therewith and such other documents as such seller or such managing
underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the Commission or
any other governmental authority relating to such offer; 
 (v)    (A) register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests in writing, (B) keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and (C) 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 shall not
be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general
service of process in any such jurisdiction); 
 (vi)    notify each seller of such Registrable Securities, the
managing underwriters and Counsel to the Holders (A) at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act, (1) upon discovery that, or upon the happening of
any event as a result of which, such Registration Statement, or the Prospectus or Issuer Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an
untrue statement of a material fact or omits any material fact necessary to make the statements in the Registration Statement or the Prospectus or Issuer Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any
changes in such Registration Statement, Prospectus, Issuer Free Writing Prospectus or document, and, at the request of any such seller, the Company shall promptly prepare a supplement or amendment to such Prospectus or Issuer Free Writing
Prospectus, furnish a reasonable number of copies of such supplement or amendment to each seller of such Registrable Securities, Counsel to the Holders and the managing underwriters and file such supplement or amendment with the Commission so that,
as thereafter delivered to the purchasers of such Registrable Securities, such 

  
 14 








 
Prospectus or Issuer Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements
therein not misleading, (2) as soon as the Company becomes aware of any comments or inquiries by the Commission or any requests by the Commission or any federal or state governmental authority for amendments or supplements to a Registration
Statement or related Prospectus or Issuer Free Writing Prospectus covering Registrable Securities or for additional information relating thereto, (3) as soon as the Company becomes aware of the issuance or threatened issuance by the Commission
of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities or (4) of the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (B) when each Registration Statement or any amendment thereto has
been filed with the Commission and when each Registration Statement or the related Prospectus or Issuer Free Writing Prospectus or any Prospectus supplement or any post-effective amendment thereto has become effective; 

(vii)    use reasonable best efforts to cause all such Registrable Securities (A) if the Common Stock is then listed
on a National Securities Exchange or included for quotation in a recognized trading market, to continue to be so listed or included, and (B) 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 the Registrable Securities; 

(viii)    provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and
after the effective date of the applicable Registration Statement; 
 (ix)    in connection with any underwritten
Public Offering (including an Underwritten Shelf Takedown): 
 (A)    enter into and perform under such
customary agreements (including underwriting agreements in customary form, including customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions as the Holders
beneficially owning a majority of the Registrable Securities initially requested to be sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and provide reasonable
cooperation, including causing appropriate officers to attend and participate in “road shows” and analyst or investor presentations and such other selling or other informational meetings organized by the underwriters, if any (taking into
account the needs of the Company’s businesses and the responsibilities of such officers with respect thereto and the requirement of the marketing process); and 

(B)    use reasonable best efforts to obtain and cause to be furnished to each such Holder included in
such underwritten Public 

  
 15 








 
Offering and the managing underwriters a signed counterpart of (i) one or more comfort letters from the Company’s independent public accountant(s) in customary form and covering such
matters of the type customarily covered by comfort letters and (ii) a legal opinion (and negative assurance letter) of counsel to the Company addressed to the relevant underwriters and/or such Holders of Registrable Securities, in each case in
customary form and covering such matters of the type customarily covered by such letters as the managing underwriters and/or Holders beneficially owning a majority of the Registrable Securities initially requested to be included in such underwritten
Public Offering reasonably request; 
 (x)    upon reasonable notice and at reasonable times during normal business
hours, make available for inspection by a representative appointed by the Holders of a majority of Registrable Securities proposed to be included in any disposition pursuant to a Registration Statement, Counsel to the Holders, any underwriter
participating in any disposition pursuant to such registration, as applicable, and any other attorney or accountant retained by such Holder or underwriter, all financial and other records and pertinent corporate documents of the Company, and cause
the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or Shelf Takedown, as
applicable, and make themselves available at mutually convenient times to discuss the business of the Company and other matters reasonably requested by any such Holders, sellers, underwriter or agent thereof in connection with such Registration
Statement as shall be necessary (subject to the Company’s compliance with Regulation FD) to enable them to exercise their due diligence responsibility, as applicable (any information provided under this Section 6(a)(x), “Due Diligence
Information”); provided that the Company shall not provide any Due Diligence Information to a Holder unless such Holder explicitly requests such Due Diligence Information in writing and such Holder has entered into a customary
confidentiality agreement with the Company with respect to MNPI; provided, further, that any Due Diligence Information subject to such restrictions shall be conspicuously labeled as confidential and potentially containing MNPI. 

(xi)    permit Counsel to the Holders, any underwriter participating in any disposition pursuant to a Registration
Statement, and any other attorney, accountant or other agent retained by any Holder or underwriter, to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement
and any Prospectus supplements relating to a Shelf Takedown, if applicable; 
 (xii)    in the event of the issuance or
threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such
Registration Statement for sale in any jurisdiction, the Company shall use reasonable best efforts to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain
the withdrawal of any order suspending or preventing the use of any related Prospectus or Issuer Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction
at the earliest practicable date; 

  
 16 








 (xiii)    provide a CUSIP number for the Registrable Securities prior to the
effective date of the first Registration Statement including Registrable Securities; 
 (xiv)    promptly notify in
writing the participating Holders, the sales or placement agent, if any, therefor and the managing underwriters of the securities being sold: (A) when such Registration Statement or related Prospectus or Free Writing Prospectus or any
Prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective; and (B) of any written comments by the
Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto; 

(xv)    (A) prepare and file with the Commission such amendments and supplements to each Registration Statement as may be
necessary to comply with the provisions of the Securities Act, including post effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required
hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) promulgated under the Securities Act; (B) cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (C) comply with the provisions of the Securities Act and the Exchange Act and any applicable securities exchange or other recognized
trading market 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 as so
amended or in such Prospectus as so supplemented; and (D) provide additional information related to each Registration Statement as requested by, and obtain any required approval necessary from, the Commission or any federal or state
governmental authority; 
 (xvi)    cooperate with each Holder and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; 

(xvii)    within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any
Registration Statement or Prospectus used under this Agreement (and any Public Offering covered thereby); 

(xviii)    if requested by any participating Holder or the managing underwriters, promptly include in a Prospectus
supplement or amendment such information as the Holder or managing underwriters may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement
or such amendment as soon as reasonably practicable after the Company has received such request; 
 (xix)    in the
case of certificated Registrable Securities, cooperate with the participating Holders of Registrable Securities and the managing underwriters to facilitate the 

  
 17 








 
timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each participating Holder
that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such
names as the Holders or managing underwriters may reasonably request at least two (2) Business Days prior to any sale of Registrable Securities; and 

(xx)    use reasonable best efforts to take all other actions deemed necessary or advisable in the reasonable judgment of
the Company to effect the registration and sale of the Registrable Securities contemplated hereby. 
 (b)    From and
after the date that is sixty (60) days after the Effective Date, the Majority Holders may at any time, by written notice to the Company (a “Listing Request”), request that the Company list the shares of Common Stock on a
National Securities Exchange or Alternative Securities Exchange that is approved in writing by the Majority Holders. In the event the Common Stock is listed on an Alternative Securities Exchange but not a National Securities Exchange, the Majority
Holders retain the right to make subsequent Listing Requests until the Company is listed on a National Securities Exchange, provided such listing is then permitted under the rules of such National Securities Exchange. 

(i)    Upon receipt of a Listing Request, the Company shall make public disclosure of such Listing Request to the extent
it may be required pursuant to Regulation FD and also disclose the Listing Request to all other Holders (except any Holders that have made an Opt-Out Election pursuant to 7(e)); provided that the
Company may first request that the Majority Holders withdraw such Listing Request if (i) in the reasonable judgment of the Company’s Board of Directors such Listing Request is not in the best interests of the Company and its stockholders
at such time or (ii) at the time of the Listing Notice the Company does not meet the listing standards and eligibility requirements of such National Securities Exchange or Alternative Securities Exchange and in the reasonable judgment of the
Company’s Board of Directors meeting such standards and requirements would require commercially unreasonable efforts on the part of the Company. The Majority Holders may decide in their sole discretion to withdraw the Listing Request. 

(ii)    If the Listing Request is not withdrawn, the Company shall use its reasonable best efforts to cause the Common
Stock to be publicly traded and listed on such National Securities Exchange or Alternative Securities Exchange as soon as possible but in any event within sixty (60) days after the Company’s receipt of such Listing Request; provided
that, notwithstanding the foregoing, the Company shall be required to use commercially reasonable efforts to meet any listing standards and eligibility requirements of such National Securities Exchange or Alternative Securities Exchange at the time
of the Listing Notice. 
 (c)    The Company shall hold in confidence and not make any disclosure of information
concerning a Holder provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a 

  
 18 








 
subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that to the extent permitted by law, it shall, upon learning that disclosure of such information concerning a Holder
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information. 
 (d)    As of the date hereof and except as provided
pursuant to the Plan, the Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company, including securities
convertible, exercisable or exchangeable into or for shares of any Capital Stock of the Company. 
 (e)    With a view
to making available certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, on and after the Effective Date and until such date as no Holder owns any Registrable
Securities, the Company agrees to: 
 (i)    use reasonable best efforts to continue to file in a timely manner all
reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder; 

(ii)    make available information necessary to comply with Section 4(a)(7) under the Securities Act and Rule 144, Rule
144A and Regulation S promulgated under the Securities Act, if available, with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Section 4(a)(7), Rule 144, Rule 144A and Regulation S promulgated under the Securities Act, as may be amended from time to time,
or any other similar rules or regulations now existing or hereafter adopted by the Commission; and 
 (iii)    upon the
reasonable written request of any Holder, the Company will deliver to such Holder a written statement as to whether the Company has complied with such information requirements, and, if not, the specific reasons for
non-compliance. 
 (f)    The Company agrees that nothing in this Agreement
shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Registrable Securities pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act. 

 

	 	7.	Holder Undertakings. 

 (a)    Free Writing Prospectuses. Each
Holder represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or used or refer to, any Free Writing Prospectus, and has not distributed and will
not distribute any written materials in connection with the offer or sale of Common 

  
 19 








 
Stock without the prior written consent of the Company and, in connection with any underwritten Public Offering, the underwriters. Any such Free Writing Prospectus consented to by the Company and
the underwriters, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. 

(b)    Information for Inclusion. Each selling Holder that has requested or will request inclusion of its
Registrable Securities in any Registration Statement shall furnish to the Company such information regarding such Holder and its plan and method of distribution of such Registrable Securities as the Company may, from time to time, reasonably request
in writing. The Company may refuse to proceed with the registration of such Holder’s Registrable Securities if such Holder unreasonably fails to furnish such information within a reasonable time after receiving such request. 

(c)    Underwritten Public Offering Participation. No Person may participate in any underwritten Public Offering
hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements in customary form entered into pursuant to this Agreement and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no Holder included in any underwritten Public Offering shall be
required to make any representations or warranties to the Company or the underwriters (other than (A) representations and warranties regarding (1) such Holder’s ownership of its Registrable Securities to be sold or transferred,
(2) such Holder’s power and authority to effect such transfer, and (3) such matters pertaining to compliance with securities laws as may be reasonably requested by the Company or the underwriters, and (B) such other
representations, warranties and other provisions relating to such Holder’s participation in such Public Offering as may be reasonably requested by the underwriters) or to undertake any indemnification obligations to the Company with respect
thereto, except as otherwise provided in Section 11(b), or to the underwriters with respect thereto, except to the extent of the indemnification being given to the underwriters and their controlling Persons in Section 11(b). 

(d)    Price and Underwriting Discounts. In the case of an underwritten Demand Registration or Underwritten Shelf
Takedown requested by Holders pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the Holders beneficially owning a
majority of the Registrable Securities initially requested to be included in such underwritten Public Offering. 

(e)    Notice Opt-In and Opt-Out.
Notwithstanding anything to the contrary in this Agreement, until a Holder makes an affirmative written election, the Company shall not be required to and shall not deliver any notice or any information to such Holder that would reasonably be
expected to constitute MNPI, including any applicable registration notices (including a Listing Request), or any other information under this Agreement. Upon receipt of written election to receive such notices or information (an “Opt-In Election”) the Company shall be required to and shall provide to the Holder all applicable notices or information pursuant 

  
 20 








 
to this Agreement from the date of such Opt-In Election. At any time following a Holder making an Opt-In Election,
such Holder may also make a written election to no longer receive any such notices or information (an “Opt-Out Election”), which election shall cancel any previous Opt-In Election, and, following receipt of such Opt-Out Election, the Company shall not be required to, and shall not, deliver any such notice or information to such Holder
from the date of such Opt-Out Election. An Opt-Out Election may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A
Holder who previously has given the Company an Opt-In Election or Opt-Out Election may revoke such election at any time, and there shall be no limit on the ability of a
Holder to issue and revoke subsequent Opt-In Elections and Opt-Out Elections. Should any Holder have made an Opt-In Election and
have received a notice or any information that would reasonably be expected to constitute MNPI, such Holder agrees that it shall treat such MNPI as confidential and shall not disclose or use such MNPI, in each case, without the prior written consent
of the Company until such time as such MNPI is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement; provided that a Holder may deliver or disclose MNPI
(A) to its external advisors or legal counsel, but solely to the extent such disclosure reasonably relates to its evaluation of exercise of its rights under this Agreement and the sale of any Registrable Securities in connection therewith, such
external advisors or legal counsel are bound by confidentiality agreements adopted in good faith to protect confidential information of third parties delivered to such Holder and the Holder remains responsible under this Agreement for any breach of
such confidentiality obligations by its external advisors or legal counsel; (B) when disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities; (C) when
disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement); (D)
when such information becomes generally available to the public other than as a result of a breach of this Agreement or (E) when such information becomes available to any such Person from a source other than the Company and such source is not
bound by a confidentiality agreement.  
  

	 	8.	Registration Expenses. 

 (a)    Expenses. All fees and
expenses incurred by the Company in connection with this Agreement (“Registration Expenses”) will be borne by the Company. These fees and expenses will include without limitation (i) stock exchange, Commission, FINRA and other
registration and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including reasonable fees, charges and disbursements of counsel in connection with blue sky qualifications of
the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and
expenses incurred by the Company (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration) and other Persons retained by the Company, (v) the fees and
expenses incurred in connection with the listing of the Registrable Securities on a National Securities Exchange, and (vi) reasonable and customary fees and expenses of any underwriter (for an underwritten Public Offering permitted by the terms
of this Agreement) excluding discounts and commissions for the sale of Registrable Securities. For the avoidance of doubt, Registration Expenses shall not include Selling Expenses. 

  
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 (b)    Reimbursement of Counsel. The Company will also reimburse or
pay, as the case may be, the Holders of Registrable Securities included in such registration for the reasonable fees and out-of-pocket expenses of one Counsel to the
Holders relating to or in connection with any action taken pursuant to this Agreement within 30 calendar days of presentation of an invoice approved by such Holders and disbursements of each additional counsel retained by any Holder for the purpose
of rendering a legal opinion on behalf of such Holder in connection with any underwritten Public Offering if the managing underwriters of such Public Offering or the Company reasonably request such legal opinion and Counsel to the Holders cannot
reasonably provide such legal opinion due to legal jurisdiction or otherwise. 
  

	 	9.	Lock-Up Agreements. 


(a)    Lock-Up Agreements and Market
Stand-Off. 
 (i)    In the event of any underwritten Public Offering or an
Excluded Registration, if reasonably requested by the Company and the managing underwriters of such underwritten Public Offering and required by the Holders of a majority of the Registrable Securities participating in such Public Offering, each
Holder agrees that in connection with such underwritten Public Offering it shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144 or Section 1145 of the Bankruptcy Code), directly
or indirectly, any Capital Stock of the Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Commission) (collectively, “Equity
Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or
ownership of any Equity Securities, whether such transaction is to be settled by delivery of such Equity Securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the
intention to enter into any Sale Transaction, from the earlier of (1) the date of the pricing of such Public Offering or (2) the filing of a preliminary Prospectus or Prospectus supplement immediately prior to the commencement of marketing
efforts by the managing underwriters until (and including) the date that is 90 calendar days following the date of the final Prospectus or Prospectus supplement, as applicable, for such Public Offering (the “Restricted Period”),
unless the underwriters managing the Public Offering otherwise agree in writing in a Lock-Up Agreement pursuant to Section 9(a)(ii); provided further that the foregoing restrictions shall only be
applicable to any Holder if all executive officers and directors of the Company are bound by Lock-Up Agreements or substantially similar transfer restrictions; provided further that if any Holder’s
Lock-Up Agreement is any less restrictive than the foregoing provisions, then such less restrictive provisions shall apply. 

(ii)    Any Lock-Up Agreement (a
“Lock-Up Agreement”) required pursuant to Section 9(a)(i) shall be addressed to the managing underwriters of such underwritten Public Offering and be in customary form and substance with
customary exceptions as reasonably requested by such managing underwriters. Each Lock-Up Agreement shall set forth a Holder’s agreement not to engage in any Sale Transactions during the Restricted Period.
The foregoing requirements to enter into a Lock-Up Agreement are only applicable to a Holder if all executive officers and directors of the Company are bound by and have entered into substantially similar or
more restrictive Lock-Up Agreements. 

  
 22 








 (iii)    The Company may impose stop-transfer instructions with respect to
the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 9(a) until the end of the applicable Restricted Period of the Lock-Up Agreement. 

(b)    Company Lock-Up. If reasonably requested by the managing
underwriters for any underwritten Public Offering, the Company shall: (i) agree to a customary lock up provision applicable to the Company in an underwriting agreement as reasonably requested by the managing underwriters for such Public
Offering and (ii) cause each of its executive officers and directors, in each case, to enter into Lock-Up Agreements with the managing underwriters of such Public Offering meeting the requirements of
Section 9(a)(ii). 
  

	 	10.	Public Reports. 

 (a)    For so long as the Company is subject to the
requirements to publicly file information or reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Company shall use best efforts to timely file all information and reports with the Commission and comply with all
such requirements. Subject to Section 10(c), if the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to file such information with the Commission within the time periods specified
in the Commission’s rules and regulations applicable to non-accelerated filers (as in effect on the date hereof) with (i) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, all certified by the principal financial or accounting officer of the Company and, with respect to annual information only, a report thereon by the Company’s certified independent
accountants, and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. 

(b)    Conference Calls. Subject to Section 10(c) and commencing with the first full quarter completed after the
Effective Date, the Company will arrange and participate in quarterly conference calls with the Holders and securities analysts to discuss its results of operations (including any financial information filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act or Section 10(a)) no later than three (3) Business Days following that date on which each of the quarterly and annual reports are made available; provided that the Company may limit the information
made available during such conference calls to the extent the Company determines, in its reasonable judgment, that such information (i) would not be material to Holders or to the business, assets, operations or financial positions of the
Company and its subsidiaries, taken as a whole, or (y) would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of the Company and its subsidiaries, taken as a whole. The Company will
provide dial-in conference call information and presentations or materials referred to on such calls, if any, substantially concurrently with the posting of such reports as provided for pursuant to
Section 13 or 15(d) of the Exchange Act or pursuant to Section 10(a). 
 (c)    Waiver. The Company’s
obligations under this Section 10 may be waived at any time by prior written consent of the Majority Holders. 

  
 23 









	 	11.	Indemnification; Contribution. 

 (a)    Indemnification by the
Company. The Company agrees to indemnify and hold harmless each Holder registered pursuant to this Agreement, such Holder’s Affiliates, directors, officers, employees, members, managers, agents and any Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of the Registrable Securities and any Person who controls such underwriter (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses (“Losses”) to which they
or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered,
Prospectus, preliminary prospectus, any road show, as defined in Rule 433(h)(4) under the Securities Act a (“road show”), or Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus, road show or Issuer Free
Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading and the Company agrees to reimburse each such indemnified party for any reasonable legal or other reasonable out-of-pocket expenses incurred by them in connection with investigating or defending any such Losses (whether or not the indemnified party is a party to any proceeding);
provided, however, that the Company will not be liable in any case to the extent that any such Loss arises out of or is based upon any such untrue or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein, including, without limitation, any notice and questionnaire. This indemnity agreement will be in addition
to any liability which the Company may otherwise have. 
 (b)    Indemnification by the Holders. Each Holder
severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration
Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary
prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue
statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf of such Holder specifically for inclusion 

  
 24 








 
therein; provided, however, that the maximum amount to be indemnified by such Holder pursuant to this Section 11(b) shall be limited to the net proceeds (after deducting
underwriters’ discounts and commissions) received by such Holder in the Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided,
further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or
supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary
prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any
liability which any such Holder may otherwise have. 
 (c)    Conduct of Indemnification Proceedings. Promptly
after receipt by an indemnified party under this Section 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 11(c),
notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Section 11(a) or Section 11(b) above unless and to the extent such
action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in Section 11(a) or Section 11(b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as
provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the
indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: 

(i)    the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel
with an actual or potential conflict of interest; 
 (ii)    the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party; 

  
 25 








 (iii)    the indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or 

(iv)    the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. 
 No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. An indemnifying party shall
not be liable under this Section 11(c) to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which
consent shall not be unreasonably withheld. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party (which consent shall not be unreasonably withheld), consent to entry of any
judgment or enter into any settlement or compromise unless such settlement or compromise (x) includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a full and final release from
all liability in respect to such claim or litigation and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of such indemnified party. 

(d)    Contribution. 

(i)    In the event that the indemnity provided in Section 11(a) or Section 11(b) above is unavailable to or
insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate Losses (including reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating or defending same) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and by the indemnified party on the other from the Public Offering of the Common Stock; provided, however, that the maximum amount of liability in respect of such contribution shall be
limited in the case of any Holder to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in connection with such registration. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand
or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

  
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 (ii)    The parties agree that it would not be just and equitable if
contribution pursuant to this Section 11(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to above in this Section 11(d). The amount paid or payable by an indemnified party as a result of the Losses referred to above in this Section 11(d)
shall be deemed to include any reasonable legal or other reasonable out-of-pocket expenses incurred by such indemnified party in connection with investigating or
defending any such action or claim. 
 (iii)    Notwithstanding the provisions of this Section 11(d), no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 

(iv)    For purposes of this Section 11, each Person who controls any Holder, agent or underwriter (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or
underwriter, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each officer and director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this Section 11(d). 
 (e)    The
provisions of this Section 11 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section 11,
and will survive the transfer of Registrable Securities. 
  

	 	12.	Transfer of Registration Rights. 

 The rights of a Holder hereunder may be transferred,
assigned, or otherwise conveyed on a pro rata basis in connection with any transfer, assignment, or other conveyance of Registrable Securities to any transferee or assignee; provided that all of the following additional conditions are
satisfied with respect to any transfer, assignment or conveyance of rights hereunder: (a) such transfer, assignment or conveyance (other than any transfer, assignment or conveyance of rights of a Holder to an Affiliate or Related Fund of such
Holder) is for not less than the lesser of (i) 1% of the outstanding Common Stock and (ii) all of the Common Stock initially held by such Holder upon the Effective Date of the Plan; (b) such transfer, assignment or conveyance is effected
in accordance with applicable securities laws; (c) such transferee or assignee agrees in writing to become subject to the terms of this Agreement by executing and delivering to the Company a Joinder; and (d) the Company is given written
notice by such Holder within 15 Business Days of such transfer or assignment, stating the name and address of the transferee or assignee, identifying the Registrable Securities with respect to which such rights are being transferred or assigned and
the total number of Registrable Securities and other Capital Stock of the Company beneficially owned by such transferee or assignee. 

  
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	 	13.	Amendment, Modification and Waivers; Further Assurances. 


(a)    Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms
and conditions of this Agreement may be waived, only by a written instrument, (a) signed by (i) the Company, and (ii) the Majority Holders; provided, that no provision of this Agreement shall be modified or amended in a manner
that is disproportionately and materially adverse to any Holder, without the prior written consent of such Holder, as applicable, or (b) in the case of a waiver, by the party hereto waiving compliance. 

(b)    Changes in Common Stock. If, and as often as, there are any changes in the Common Stock by way of stock
split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof as may be required so that the rights
and privileges granted hereby shall continue with respect to the Registrable Securities as so changed and the Company shall make appropriate provision in connection with any merger, consolidation, reorganization or recapitalization that any
successor to the Company (or resulting parent thereof) shall agree, as a condition to the consummation of any such transaction, to expressly assume the Company’s obligations hereunder. 

(c)    Effect of Waiver. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any
other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver hereunder, unless it by its own
terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the
right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. The failure of any party to enforce any provision of this Agreement shall not be construed as a
waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. 

(d)    Further Assurances. Each of the parties hereto shall execute all such further instruments and documents and
take all such further action as any other party hereto may reasonably require in order to effectuate the terms and purposes of this Agreement. 
  

	 	14.	Miscellaneous. 

 (a)    Successors and Assigns. All covenants
and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including any trustee in bankruptcy) whether so expressed or not. In
addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent Holder. No
assignment or delegation of this Agreement by the Company, or any of the Company’s rights, interests or obligations hereunder, shall be effective against any Holder without the prior written consent of such Holder. 

  
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 (b)    Remedies; Specific Performance. Any Person having rights under
any provision of this Agreement shall be entitled to enforce such rights specifically, 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; provided
that the liability of the Holders shall be several and not joint. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement and
shall not be required to prove irreparable injury to such party or that such party does not have an adequate remedy at law with respect to any breach of this Agreement (each of which elements the parties admit). The parties hereto further agree and
acknowledge that each and every obligation applicable to it contained in this Agreement shall be specifically enforceable against it and hereby waives and agrees not to assert any defenses against an action for specific performance of their
respective obligations hereunder. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies available under this Agreement or otherwise. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement. 

(c)    Notices. All notices, demands or other communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) e-mailed or sent by facsimile to the recipient, or
(iii) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company at the address set forth below and to any Holder at
the address set forth on the signature page hereto (with copies sent at the address set forth below), 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. 

The Company’s address is: 
 C&J Energy
Services, Inc. 
 3990 Rogerdale Road 

Houston, Texas 77042 
 Attention:
      Danielle Hunter, General Counsel 
 Telephone:     (713) 325-6000 
 Email:
           Danielle.Hunter@cjes.com 
 with copies to: 

Kirkland & Ellis LLP 

600 Travis Street, Suite 3300 

Houston, Texas 77002 

Attention:     Matthew R. Pacey, P.C. 

Facsimile:     (713) 835-3601 

Email:           matt.pacey@kirkland.com 

  
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 Copies of notices to the Holders shall be sent to: 

Davis Polk & Wardwell LLP 

1600 El Camino Real 
 Menlo Park,
California 94025 
 Attention:      Timothy Graulich 

              Stephen Salmon 

Facsimile:     (650) 752-3663 

Email:            timothy.graulich@davispolk.com 

                       
stephen.salmon@davispolk.com 
 If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday
or legal holiday in the State of New York or the jurisdiction in which the Company’s principal office is located, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.

 (d)    No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to
its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement. 

(e)    Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of
facsimile or electronic transmission in portable document format (“pdf”), each of which shall be deemed to be an original and shall be binding upon the party who executed the same, but all of such counterparts shall constitute the same
agreement. 
 (f)    Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in
accordance with the terms thereof, and, if applicable, hereof. The words “include,” “includes” or “including” in this Agreement shall be deemed to be followed by “without limitation.” The use of the words
“or,” “either” or “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to
laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. All
references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successors thereto from time to time. 

  
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 (g)    Delivery by Facsimile and Electronic Means. 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 signed and delivered by means of a
facsimile machine or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall 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 shall re-execute original forms thereof and deliver them to all other parties. No party
hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other electronic means 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 other electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. 

(h)    Arm’s Length Agreement. Each of the parties to this Agreement agrees and acknowledges that this
Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law. 

(i)    Sophisticated Parties; Advice of Counsel. Each of the parties to this Agreement specifically acknowledges
that (i) it is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Agreement and (ii) it has been fully advised and represented by legal counsel of its own independent
selection and has relied wholly upon its independent judgment and the advice of such counsel in negotiating and entering into this Agreement. 

(j)    Governing Law. This Agreement and the exhibits, attachments and annexes hereto shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions
would cause the application of the laws of any jurisdiction other than the State of New York. 
 (k)    Submission to
Jurisdiction. Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby must be brought in the United States District
Court for the Southern District of New York or any New York state court, in each case, located in the Borough of Manhattan, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts
therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or
that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 

  
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 (l)    Waiver of Jury Trial. Each of the parties to this Agreement
hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and
all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and
represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 14(l) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. 

(m)    Complete Agreement. This Agreement and any certificates, documents, instruments and writings that are
delivered pursuant hereto, represent the complete agreement among the parties hereto as to all matters covered hereby, and supersedes any prior agreements or understandings among the parties. 

(n)    Severability. In the event any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

(o)    Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer
be any Registrable Securities outstanding; provided that (i) any Holder may elect to terminate its obligations under this Agreement by giving the Company written notice thereof and (ii) this Agreement shall automatically terminate
with respect to a Holder that no longer holds any Registrable Securities; provided further that the provisions of Sections 6(c), 7(e), 8, 9, 11 and 14 shall survive any termination pursuant to this Section 14(o). 

(p)    Independent Agreement by the Holders. The obligations of each Holder hereunder are several and not joint
with the obligations of any other Holder, and no provision of this Agreement is intended to confer any obligations on any Holder vis-à-vis any other Holder.
Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any
way acting in concert or as a group with respect to such obligations or the transactions contemplated herein. 
 [Signature Pages
Follow] 

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

			
	C&J ENERGY SERVICES, INC.
		
	By:	 	 /s/ Danielle Hunter

	Name:	 	Danielle Hunter
	Title:	 	Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary



  
 [Signature Page to
Registration Rights Agreement] 








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

			
	GSO Capital Solutions Fund II (Luxembourg) S.a.r.l.
		
	By:	 	 /s/ Elliot Eisenberger

	Name:	 	Elliot Eisenberger
	Title:	 	Manager A

  

			
	By:	 	 /s/ Tony Whiteman

	Name:	 	Tony Whiteman
	Title:	 	Manager


			
		
	Address:	 	
	 c/o GSO Capital Partners LP

	 345 Park Ave, 31st Floor

	 New York, NY 10154

		
	Telephone:	 	 (212) 503-2148/2149



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 GSOCapitalSolutionsFundIILuxembourgSarl@tls.ldsprod.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	GSO Capital Solutions Fund II (Luxembourg) S.a.r.l.
		
	By:	 	 /s/ Elliot Eisenberger

	Name:	 	Elliot Eisenberger
	Title:	 	Manager A

  

			
	By:	 	 /s/ Tony Whiteman

	Name:	 	Tony Whiteman
	Title:	 	Manager


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	 SOLA LTD
 By Solus Alternative Asset
Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager

  

			
		
	Address:	 	
	 c/o Solus Alternative Asset Management LP

	 410 Park Avenue

	 New York, NY 10022

		
	Telephone:	 	 212-284-4348



			
		
	Fax No.:	 	 212-284-4320



			
		
	E-mail:	 	 rcremins@soluslp.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 SOLA LTD
 By Solus Alternative Asset
Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	 Ultra Master Ltd
 By Solus
Alternative Asset Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager

  

			
		
	Address:	 	
	 c/o Solus Alternative Asset Management LP

	 410 Park Avenue

	 New York, NY 10022

		
	Telephone:	 	 212-284-4348



			
		
	Fax No.:	 	 212-284-4320



			
		
	E-mail:	 	 rcremins@soluslp.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 Ultra Master Ltd
 By Solus
Alternative Asset Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	 Solus Opportunities Fund 3 LP
 By
Solus Alternative Asset Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager

  

			
		
	Address:	 	
	 c/o Solus Alternative Asset Management LP

	 410 Park Avenue

	 New York, NY 10022

		
	Telephone:	 	 212-284-4348



			
		
	Fax No.:	 	 212-284-4320



			
		
	E-mail:	 	 rcremins@soluslp.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 Solus Opportunities Fund 3 LP
 By
Solus Alternative Asset Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	 Solus Opportunities Fund 5 LP
 By
Solus Alternative Asset Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager

  

			
		
	Address:	 	
	 c/o Solus Alternative Asset Management LP

	 410 Park Avenue

	 New York, NY 10022

		
	Telephone:	 	 212-284-4348



			
		
	Fax No.:	 	 212-284-4320



			
		
	E-mail:	 	 rcremins@soluslp.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 Solus Opportunities Fund 5 LP
 By
Solus Alternative Asset Management LP
 Its Investment Advisor

		
	By:	 	 /s/ Scott Martin

	Name:	 	Scott Martin
	Title:	 	Executive Vice President & Portfolio Manager


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN SUMMIT TRADING L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN SUMMIT TRADING L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN LOGAN OPPORTUNITIES MASTER FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN LOGAN OPPORTUNITIES MASTER FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BLUEMOUNTAIN KICKING HORSE FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel

  

			
		
	Address:	 	
	 280 Park Ave, 12th Floor

	 New York, NY 10017

	  

		
	Telephone:	 	 212-905-3900



			
		
	Fax No.:	 	  



			
		
	E-mail:	 	 legalnotices@bmcm.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	BLUEMOUNTAIN KICKING HORSE FUND L.P.
		
	By:	 	BlueMountain Capital Management, LLC, its investment manager
		
	By:	 	 /s/ David M. O’Mara

	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	NUVEEN FLOATING RATE INCOME FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	NUVEEN FLOATING RATE INCOME FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	NUVEEN SENIOR INCOME FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	NUVEEN SENIOR INCOME FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	NUVEEN SYMPHONY FLOATING RATE INCOME FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 NUVEEN SYMPHONY FLOATING RATE INCOME FUND

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BAYCITY LONG-SHORT CREDIT MASTER FUND LTD.
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 BAYCITY LONG-SHORT CREDIT MASTER FUND LTD.

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	BAYCITY SENIOR LOAN MASTER FUND LTD.
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 BAYCITY SENIOR LOAN MASTER FUND LTD.

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	MENARD, INC.
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 MENARD, INC.

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	SYMPHONY FLOATING RATE SENIOR LOAN FUND
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 SYMPHONY FLOATING RATE SENIOR LOAN FUND

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	CALIFORNIA STREET CLO XI, L.P.
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 CALIFORNIA STREET CLO XI, L.P.

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








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

			
	CALIFORNIA STREET CLO XII, LTD
		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research

  

			
		
	Address:	 	
	 555 California Street

	 Suite 3100

	 San Francisco, CA 94104

		
	Telephone:	 	 415-676-4050



			
		
	Fax No.:	 	 415-291-9635



			
		
	E-mail:	 	 trade.ops@symphonyasset.com


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In
Election. 
  

			
	 CALIFORNIA STREET CLO XII, LTD

		
	By:	 	 /s/ James Kim

	Name:	 	James Kim
	Title:	 	Co-Head of Credit Research


  
 [Signature Page to
Registration Rights Agreement] 








 ANNEX A 

Form of Joinder Agreement 

THIS JOINDER AGREEMENT is made and entered into by the undersigned with reference to the following facts: 

Reference is made to the Registration Rights Agreement, dated as of January 6, 2017, as amended (the “Registration Rights
Agreement”), by and among C&J Energy Services, Inc. (the “Company”), the other parties (the “Holders”) thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings
ascribed thereto in the Registration Rights Agreement. 
 As a condition to the acquisition of rights under the Registration Rights
Agreement in accordance with the terms thereof, the undersigned agrees as follows: 
 1.    The undersigned hereby
agrees to be bound by the provisions of the Registration Rights Agreement and undertakes to perform each obligation as if a Holder thereunder and an original signatory thereto in such capacity. 

2.    This Joinder Agreement shall bind, and inure to the benefit of, the undersigned hereto and its respective devisees,
heirs, personal and legal representatives, executors, administrators, successors and assigns. 
 3.    This Joinder
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to
the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York. 

[Signature Page Follows] 

  
 A-1 








 IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement. 

 

			
	[HOLDER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Date:                     


  

			
	Address:	 	  

		
		 	  

		
		 	  

		
		 	  

		
	Phone Number:	 	  

		
	Facsimile Number:	 	  

		
	E-mail for Notice:	 	  

		
	I.R.S. I.D. Number:	 	  

		
	 Amount of Registrable
 Securities
Acquired:
	 	  


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below
and countersign: 
 [    ] – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 
  

			
	[HOLDER]
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to
Joinder Agreement]