EX-10.1





 Exhibit 10.1 

REGISTRATION RIGHTS AGREEMENT 
 by
and between 
 COMMSCOPE HOLDING COMPANY, INC. 

and 
 CARLYLE PARTNERS VII S1
HOLDINGS, L.P. 
 Dated as of April 4, 2019 
  












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  

		 		  			
	Resale Shelf Registration	  

			
	 Section 1.1
	 	Resale Shelf Registration Statement	  	 	1	 
	 Section 1.2
	 	Effectiveness Period	  	 	1	 
	 Section 1.3
	 	Subsequent Shelf Registration Statement	  	 	2	 
	 Section 1.4
	 	Supplements and Amendments	  	 	2	 
	 Section 1.5
	 	Subsequent Holder Notice	  	 	2	 
	 Section 1.6
	 	Underwritten Offering	  	 	3	 
	 Section 1.7
	 	Take-Down Notice	  	 	4	 
	 Section 1.8
	 	Piggyback Registration	  	 	4	 
	 Section 1.9
	 	Rule 144A Sales	  	 	5	 
	ARTICLE II	  

		 		  			
	Additional Provisions Regarding Registration Rights	  

			
	 Section 2.1
	 	Registration Procedures	  	 	5	 
	 Section 2.2
	 	Suspension	  	 	9	 
	 Section 2.3
	 	Expenses of Registration	  	 	9	 
	 Section 2.4
	 	Information by Holders	  	 	9	 
	 Section 2.5
	 	Rule 144	  	 	11	 
	 Section 2.6
	 	Investor Holdback Agreement	  	 	11	 
	 Section 2.7
	 	Company Holdback Agreement	  	 	12	 
	ARTICLE III	  

		 		  			
	Indemnification	  

	 Section 3.1
	 	Indemnification by Company	  	 	12	 
	 Section 3.2
	 	Indemnification by Holders	  	 	13	 
	 Section 3.3
	 	Notification	  	 	13	 
	 Section 3.4
	 	Contribution	  	 	14	 
	ARTICLE IV	  

		 		  			
	Transfer and Termination of Registration Rights	  

			
	 Section 4.1
	 	Transfer of Registration Rights	  	 	15	 
	 Section 4.2
	 	Termination of Registration Rights	  	 	15	 


  
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	ARTICLE V


							
	
	Miscellaneous	  

			
	 Section 5.1
	 	Amendments and Waivers	  	 	15	 
	 Section 5.2
	 	Extension of Time, Waiver, Etc.	  	 	15	 
	 Section 5.3
	 	Assignment	  	 	16	 
	 Section 5.4
	 	Counterparts	  	 	16	 
	 Section 5.5
	 	Entire Agreement; No Third Party Beneficiary	  	 	16	 
	 Section 5.6
	 	Governing Law; Jurisdiction	  	 	16	 
	 Section 5.7
	 	Specific Enforcement	  	 	17	 
	 Section 5.8
	 	Waiver of Jury Trial	  	 	17	 
	 Section 5.9
	 	Notices	  	 	18	 
	 Section 5.10
	 	Severability	  	 	19	 
	 Section 5.11
	 	Expenses	  	 	19	 
	 Section 5.12
	 	Interpretation	  	 	19	 
	 Section 5.13
	 	Investor	  	 	19	 


  
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 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 4, 2019, by and among COMMSCOPE
HOLDING COMPANY, INC., a Delaware corporation (the “Company”), and CARLYLE PARTNERS VII S1 HOLDINGS, L.P. (together with its successors and assigns, the “Investor”). Capitalized terms used but not defined elsewhere
herein are defined in Exhibit A. The Investor and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Stockholders” and individually each as a
“Stockholder”. 
 WHEREAS, the Company and the Investor are parties to the Investment Agreement, dated as of
November 8, 2018 (as amended from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, an aggregate of 1,000,000 shares of the
Series A Preferred Stock (the “Series A Preferred Stock”), which is convertible into shares of Common Stock; 
 WHEREAS, as
a condition to the obligations of the Company and the Investor under the Investment Agreement, the Company and the Investor are entering into this Agreement for the purpose of granting certain registration and other rights to the Stockholders. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows: 
 ARTICLE I 

Resale Shelf Registration 

Section 1.1 Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company
shall use its commercially reasonable efforts to prepare and file within 120 days after the date hereof a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule
415 of the Securities Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form
S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of
distribution elected by the Investor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as
is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule
462(e) is available to the Company). 
 Section 1.2 Effectiveness Period. Once declared effective, the Company shall,
subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable
Securities (the “Effectiveness Period”). 












 Section 1.3 Subsequent Shelf Registration Statement. If any Shelf
Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf
Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts
to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional
registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders
thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf
Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration
statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company) and (b) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the
Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent
Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Investor. 

Section 1.4 Supplements and Amendments. The Company shall supplement and amend any Shelf Registration Statement if required
by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement. 

Section 1.5 Subsequent Holder Notice. If a Person entitled to the benefits of this Agreement becomes a Holder of
Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a Holder
and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”): 

(a) if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the
Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable
Securities in accordance with applicable law; provided, however, that the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 30-day period; 
 (b) if, pursuant to Section 1.5(a), the Company shall have
filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is
reasonably practicable; and 

  
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 (c) notify such Holder as promptly as is reasonably practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to Section 1.5(a). 
 Section 1.6
Underwritten Offering. 
 (a) Subject to any applicable restrictions on transfer in the Investment Agreement or otherwise, the
Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of some or all of the Registrable Securities
subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering (the “Underwritten Offering”); provided, however, that the Holders of Registrable Securities may not, without
the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $100,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii)
launch more than three Underwritten Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period (a
“Quarterly Blackout Period”) commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. 

(b) In the event of an Underwritten Offering, the Stockholders shall select the managing underwriter(s) to administer the Underwritten
Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. In making the determination to consent to the Stockholder’s choice of managing
underwriter(s), the Company may take into account its business and strategic interests. The Company, the Investor and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting agreement in
customary form with the managing underwriter or underwriters selected for such offering. 
 (c) The Company will not include in any
Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities without the prior written consent of the Investor. If the managing underwriter or underwriters advise the Company and the
Investor in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities which can be sold in such
offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the
offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such Underwritten Offering, allocated pro rata among such
Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders, and (ii) second, any other securities of the Company that have been requested to be so included. 

  
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 Section 1.7 Take-Down Notice. Subject to the other applicable provisions
of this Agreement, at any time that any Shelf Registration Statement is effective, if the Investor delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect a sale or distribution of all or part of
its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend,
subject to the other applicable provisions of this Agreement or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering. 

Section 1.8 Piggyback Registration. 

(a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock or securities
convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) on Form S-4, Form
S-8 or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Company shall give prompt written notice of such filing,
which notice shall be given, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date (the “Piggyback Notice”) to the Investor on behalf of the Holders of Registrable Securities. The
Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Registration
Statement”). Subject to Section 1.8(b), the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion
therein (each, a “Piggyback Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of a Piggyback Registration
Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the
Registrable Securities included in such registration statement. 
 (b) If any of the securities to be registered pursuant to the registration
giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten
offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same
terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the
Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering,
the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the
securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have 

  
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requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such
offering by such Holders; (iii) third, any other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the earlier of the (a) effectiveness of the registration
statement and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this
Section 1.8. 
 Section 1.9 Rule 144A Sales. Holders of Registrable Securities that are
eligible for resale pursuant to Rule 144A under the Securities Act shall have analogous rights to sell such securities in a marketed offering under Rule 144A under the Securities Act through one or more initial purchasers on a firm-commitment basis,
using procedures that are substantially equivalent to those specified in Article I and Article II of this Agreement. The Company agrees to use its reasonable efforts to cooperate to effect any such sales under such Rule 144A. Nothing in this
Section 1.9 shall impose any additional or more burdensome obligations on the Company than would apply under Article I and Article II, in each case, mutatis mutandis in respect of a registered Underwritten Offering (including the
estimated gross proceeds minimum set forth in Section 1.6(a)), or require that the Company take any actions that it would not be required to take in an Underwritten Offering of such Registrable Securities. 

ARTICLE II 
 Additional
Provisions Regarding Registration Rights 
 Section 2.1 Registration Procedures. Subject to the other applicable
provisions of this Agreement, in the case of each registration of Registrable Securities effected by the Company pursuant to Article I, the Company will: 

(a) prepare and promptly file with the SEC a registration statement with respect to such securities and use commercially
reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby, in accordance with the applicable provisions of this Agreement; 

(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such registration statement in accordance with the Investor’s intended method of distribution set forth in such registration statement for such period; 

(c) furnish to the Investor’s legal counsel copies of the registration statement and the prospectus included therein
(including each preliminary prospectus) proposed to be filed and provide such legal counsel a reasonable opportunity to review and comment on such registration statement; 

  
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 (d) if requested by the managing underwriter or underwriters, if any, or the
Investor, promptly include in any prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters, if any, or the Investor may reasonably request in order to permit the intended method of distribution
of such securities and make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be
required to take any actions under this Section 2.1(d) that are not, in the opinion of counsel for the Company, in compliance with applicable law; 

(e) in the event that the Registrable Securities are being offered in an Underwritten Offering, furnish to the Investor and to
the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus and final prospectus as the Investor or such underwriters may reasonably request in order to facilitate the
public offering or other disposition of such securities; 
 (f) as promptly as reasonably practicable notify the Investor at
any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the Company’s discovery of the occurrence of any event as a result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing
(which, for the avoidance of doubt, shall commence a Suspension Period), and, subject to Section 2.2, as promptly as is reasonably practicable, prepare and file with the SEC a supplement or post-effective amendment to such
registration statement or the related prospectus or any document incorporated therein by reference or file any other required document and at the request of the Investor, furnish to the Investor a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; 

(g) use commercially reasonable efforts to register and qualify (or exempt from such registration or qualification) the
securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested in writing by the Investor; provided, however,
that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdictions where it would not otherwise be required to qualify but for this subsection or (ii) take any action
that would subject it to general service of process in any such jurisdictions; 
 (h) in the event that the Registrable
Securities are being offered in a public offering, enter into an underwriting agreement, a placement agreement or equivalent agreement customary for a transaction of that nature, in each case in accordance with the applicable provisions of this
Agreement, and take all such other actions reasonably 

  
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requested by the Holders of the Registrable Securities being sold in connection therewith (including any reasonable actions requested by the managing underwriters, if any) to facilitate the
disposition of such Registrable Securities; provided, however, that in no event will the Company be required to enter into a holdback agreement other than as and if required by Section 2.7; 

(i) in connection with an Underwritten Offering, the Company shall cause its officers to use their commercially reasonable
efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “road shows” or other similar marketing efforts); 

(j) use commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters, (i) an opinion dated such date of the legal counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters, if any, (ii) a “negative assurances letter”, dated such date of the legal counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public offering and (iii) a letter dated such date from the independent certified public accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; 

(k) in the event that the Registrable Securities covered by such registration statement are shares of Common Stock, use
commercially reasonable efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock is then listed; 

(l) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such
registration statement; 
 (m) in connection with a customary due diligence review, make available for inspection by the
Investor, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by the Investor or underwriter (collectively, the “Offering Persons”), at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries
to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such representative, underwriter, counsel or accountant in connection with such Registration Statement; provided,
however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Offering Persons unless (i) disclosure of such information is required by court or
administrative order or in connection with an audit or examination by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor, (ii) disclosure of such information, in the reasonable judgment of
the Offering 

  
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Persons, is required by law or applicable legal process (including in connection with the offer and sale of securities pursuant to the rules and regulations of the SEC), (iii) such information is
or becomes generally available to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Offering Persons in violation of this Agreement or (iv) such information
(A) was known to such Offering Persons (prior to its disclosure by the Company) from a source other than the Company when such source, to the knowledge of the Offering Persons, was not bound by any contractual, legal or fiduciary obligation of
confidentiality to the Company with respect to such information, (B) becomes available to the Offering Persons from a source other than the Company when such source, to the knowledge of the Offering Persons, is not bound by any contractual,
legal or fiduciary obligation of confidentiality to the Company with respect to such information or (C) was developed independently by the Offering Persons or their respective representatives without the use of, or reliance on, information
provided by the Company. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure (except in the case of
(ii) above when a proposed disclosure was or is to be made in connection with a registration statement or prospectus under this Agreement and except in the case of clause (i) above when a proposed disclosure is in connection with a routine
audit or examination by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor); 

(n) cooperate with the Investor and each underwriter or agent participating in the disposition of Registrable Securities and
their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of the registration statement and applicable prospectus upon filing with the SEC; and 

(o) as promptly as is reasonably practicable notify the Investor (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or other federal or state governmental authority for
amendments or supplements to such registration statement or related prospectus or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or the initiation of any proceedings for such purpose (which, for the avoidance of doubt, shall commence a Suspension Period), (iv) if at any time the Company has reason to believe that the representations and warranties of
the Company contained in any document contemplated by Section 2.1(f) above relating to any applicable offering cease to be true and correct or (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. 

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 2.1(f), 2.1(o)(ii) or 2.1(o)(iii), the Investor shall discontinue, and shall cause each Holder to discontinue, disposition of any Registrable Securities covered by such registration statement or the related prospectus 


  
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until receipt of the copies of the supplemented or amended prospectus, which supplement or amendment shall, subject to the other applicable provisions of this Agreement, be prepared and furnished
as soon as reasonably practicable, or until the Investor is advised in writing by the Company that the use of the applicable prospectus may be resumed, and have received copies of any amended or supplemented prospectus or any additional or
supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the
Investor shall use commercially reasonable efforts to return, and cause the Holders to return, to the Company all copies then in their possession, of the prospectus covering such Registrable Securities at the time of receipt of such request. As soon
as practicable after the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Investor thereof. In the event the Company invokes an Interruption Period hereunder and in the reasonable
discretion of the Company the need for the Company to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide written notice to the Investor that such Interruption Period is no longer
applicable. 
 Section 2.2 Suspension. (a) The Company shall be entitled, on one (1) occasion in any one-hundred eighty (180) day period, for a period of time not to exceed seventy-five (75) days in the aggregate in any twelve (12) month period (any such period a “Suspension
Period”), to (x) defer any registration of Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering any Registrable Securities, (y) suspend the use of any
prospectus and registration statement covering any Registrable Securities and (z) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement, if the Company
delivers to the Investor a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide
material financing, acquisition, disposition or other similar transaction involving the Company or any of its subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such suspension and an approximation
of the anticipated length of such suspension. The Investor shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 2.1(m). If the Company defers any registration
of Registrable Securities in response to an Underwritten Offering Notice or requires the Investor or the Holders to suspend any Underwritten Offering, the Investor shall be entitled to withdraw such Underwritten Offering Notice and if it does so,
such request shall not be treated for any purpose as the delivery of an Underwritten Offering Notice pursuant to Section 1.6. 

Section 2.3 Expenses of Registration. All Registration Expenses incurred in connection with any registration or offering
pursuant to Article I shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the Registrable Securities included in such registration. 

Section 2.4 Information by Holders. The Holder or Holders of Registrable Securities included in any registration shall, and
the Investor shall cause such Holder or Holders to, furnish to the Company such information regarding such Holder or Holders and their Affiliates, the Registrable Securities held by them and the distribution proposed by such Holder


  
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or Holders and their Affiliates as the Company or its representatives may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to
in this Agreement. It is understood and agreed that the obligations of the Company under Article I are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will
be conditioned on compliance by such Holder or Holders with the following: 
 (a) such Holder or Holders will, and will cause
their respective Affiliates to, cooperate with the Company in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such
Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding
themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering
covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; 

(b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the
Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws,
will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired
by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to
the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required
by such agent, broker-dealer or offeree; 
 (c) such Holder or Holders shall, and they shall cause their respective
Affiliates to, (i) permit the Company and its representatives to examine such documents and records and will supply in a timely manner any information as they may be reasonably requested to provide in connection with the offering or other
distribution of Registrable Securities by such Holder or Holders and (ii) execute, deliver and perform under any agreements and instruments reasonably requested by the Company or its representatives to effectuate such registered offering,
including opinions of counsel and questionnaires; and 
 (d) on receipt of any notice from the Company of the occurrence of
any of the events specified in Section 2.1(f) or clauses (ii) or (iii) of Section 2.1(o), or that otherwise requires the suspension by such Holder or Holders and their respective Affiliates of
the offering, sale or distribution of any of the Registrable Securities owned by such Holder or 

  
 10 













 
Holders, such Holders shall, and they shall cause their respective Affiliates to, cease offering, selling or distributing the Registrable Securities owned by such Holder or Holders until the
offering. sale and distribution of the Registrable Securities owned by such Holder or Holders may recommence in accordance with the terms hereof and applicable law. 

Section 2.5 Rule 144. (a) With a view to making available the benefits of Rule 144 to the Holders, the Company agrees that,
for so long as a Holder owns Registrable Securities, the Company will use its commercially reasonable efforts to: 
 (i) make
and keep public information available, as those terms are understood and defined in Rule 144, at all times after the date of this Agreement; and 

(ii) so long as a Holder owns any Restricted Securities, furnish to the Holder upon written request a written statement by the
Company as to its compliance with the reporting requirements of the Exchange Act. 
 (b) For as long as a Holder owns
Registrable Securities issued or issuable upon conversion thereof, the Company will use commercially reasonable efforts to take such further necessary action as any holder of Registrable Securities may reasonably request in connection with the
removal of any restrictive legend on the Registrable Securities being sold, all to the extent required from time to time to enable such Holder to sell the Restricted Securities without registration under the Securities Act within the limitations of
the exemption provided by Rule 144. 
 Section 2.6 Investor Holdback Agreement. If during the Effectiveness Period, the
Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the
type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Common Stock or securities convertible into, or exchangeable or exercisable for, such securities or otherwise informs the Investor that it
intends to conduct such an offering utilizing an effective registration statement or pursuant to an underwritten Rule 144A and/or Regulation S offering and provides the Investor and each Holder the opportunity to participate in such offering in
accordance with and to the extent required by Section 1.8, the Investor and each Holder shall for so long as such Investor or Holder together with its respective Affiliates beneficially owns, on an as converted basis (as
defined in the Investment Agreement) greater than 10% of the then outstanding Common Stock or has a right to nominate a director to the Board (as defined in the Investment Agreement), if requested by the managing underwriter or underwriters, enter
into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters, covering
the period commencing on the date of the prospectus pursuant to which such offering may be made and continuing until the earlier of 30 days from the date of such prospectus and the date on which the Company’s
“lock-up” agreement with the underwriters in connection with the offering expires. 

  
 11 













 Section 2.7 Company Holdback Agreement. In connection with a distribution
of Registrable Securities in which Holders of Registrable Securities are proposing to sell at least $400,000,000 of Registrable Securities, the Company shall, if requested by the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the sale, offering, distribution or granting of an option to purchase Common Stock, in the form reasonably requested by the managing underwriter or underwriters, covering
the period commencing on the date of the prospectus pursuant to which such offering may be made and continuing until the earlier of 30 days from the date of such prospectus and the date on which the Selling Holders’ “lock-up” agreement with the underwriters in connection with the offering expires, during which time the Company may not offer, sell or grant any option to purchase shares of Common Stock or securities
convertible or exchangeable for Common Stock of the Company, subject to customary carve-outs that include, but are not limited to, (i) issuances pursuant to the Company’s employee stock plans and issuances of shares upon the exercise of
options or other equity awards under such stock plans and (ii) in connection with acquisitions, joint ventures and other strategic transactions. 

ARTICLE III 
 Indemnification

 Section 3.1 Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect
to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold
harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15
of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such
underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and
reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities,
joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement,
prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment
or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading,
or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this
Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses
and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this
Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s 

  
 12 













 
indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent
shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal
law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written
information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder. 

Section 3.2 Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable
Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of
Registrable Securities, the Company, each of its representatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”),
against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering
circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses
actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to
the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance
upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event
shall any indemnity under this Section 3.2 payable by the Investor and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration
statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent
of the applicable Holder (which consent shall not be unreasonably withheld or delayed). 
 Section 3.3 Notification. If any
Person shall be entitled to indemnification under this Article III (each, an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party required to provide indemnification (each, an
“Indemnifying Party”) of any claim or of the commencement of any proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as
reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such 

  
 13 













 
claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense
thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal
expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or
litigation, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the Indemnifying Party shall have failed within a reasonable period of time to assume such defense and the Indemnified Party is or would
reasonably be expected to be materially prejudiced by such delay. The failure of any Indemnified Party to give notice as provided herein shall relieve an Indemnifying Party of its obligations under this Article III only to the extent that the
failure to give such notice is materially prejudicial or harmful to such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of
each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article III shall not apply to amounts paid in settlement of any claim, loss, damage, liability or
action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article III shall be in
addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified
Parties with respect to such claim. 
 Section 3.4 Contribution. If the indemnification provided for in this Article III
is held by a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any Losses or action referred to therein, then, subject to the limitations contained in this Article
III, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses or action in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other, in connection with the actions, statements or omissions that resulted in such Losses or action, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by such Indemnifying Party or such Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 3.4 was determined solely upon pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding


  
 14 













 
sentence of this Section 3.4. Notwithstanding the foregoing, the amount each Investor or any Holder will be obligated to contribute pursuant to this
Section 3.4 will be limited to an amount equal to the net proceeds received by such Investor or Holder in respect of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation
to contribute. 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. 

ARTICLE IV 
 Transfer and
Termination of Registration Rights 
 Section 4.1 Transfer of Registration Rights. Any rights to cause the Company to
register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with a Transfer (as defined in the Investment Agreement) of Series A Preferred Stock or Common Stock to such Person in a Transfer
permitted by Section 5.08(b)(i) of the Investment Agreement or a lender in connection with a Permitted Loan (as defined in the Investment Agreement); provided, however, that (x) prior written notice of such assignment of
rights is given to the Company and (y) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. 

Section 4.2 Termination of Registration Rights. The rights of any particular Holder to cause the Company to register
securities under Article I shall terminate with respect to such Holder upon the date upon which such Holder no longer holds any Registrable Securities. 

ARTICLE V 
 Miscellaneous

 Section 5.1 Amendments and Waivers. Subject to compliance with applicable law, this Agreement may be amended or
supplemented in any and all respects by written agreement of the Company and the Investor. 
 Section 5.2 Extension of Time,
Waiver, Etc. The parties hereto may, subject to applicable law, (a) extend the time for the performance of any of the obligations or acts of the other party or (b) waive compliance by the other party with any of the agreements
contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by the parties hereto in exercising any right hereunder shall operate as
a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such party; provided that the Investor may execute such waivers on behalf of any Stockholder. 

  
 15 













 Section 5.3 Assignment. Except as provided in
Section 4.1, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written
consent of the other party hereto; provided, however, that the Investor may provide any such consent on behalf of the Stockholders; provided, further, that if the Company consolidates or merges with or into any Person and
the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer, and any Stockholder would, upon completion of such merger or consolidation, hold Registrable Securities
of such issuer, then as a condition to such transaction the Company will cause such issuer to assume all of the Company’s rights and obligations under this Agreement in a written instrument delivered to the Stockholders. 

Section 5.4 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail),
each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the
other parties hereto. 
 Section 5.5 Entire Agreement; No Third Party Beneficiary. This Agreement, including the
Transaction Documents (as defined in the Investment Agreement), constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with
respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns and the Indemnified Parties any rights or remedies hereunder. 

Section 5.6 Governing Law; Jurisdiction. 

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed
in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. 

(b) All legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) arising out of
or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the
State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of
any such Action. The consents to jurisdiction and venue set forth in this Section 5.6 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as
provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be
effective if notice is given by overnight courier at the address set forth in Section 5.9 of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal
from, a final trial court judgment. 

  
 16 













 Section 5.7 Specific Enforcement. The parties acknowledge and agree that
(a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to enforce specifically the terms and provisions hereof in the courts described in Section 5.6 without
proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of this Agreement and without that right, neither the
Company nor the Investor would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and agree not to assert that a
remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.7 shall not be required to provide any bond or other security in connection with any such order or
injunction. 
 Section 5.8 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 5.8. 

  
 17 













 Section 5.9 Notices. All notices, requests and other communications to any party
hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (which is confirmed), emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

 (a) If to the Company, to it at: 

CommScope Holding Company, Inc. 

1100 CommScope Place, SE 

Hickory, North Carolina 28602 

Attention: General Counsel 

Email:       fbwyatt@commscope.com 

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

Cravath, Swaine & Moore LLP 

Worldwide Plaza 
 825 Eighth
Avenue 
 New York, NY 10019 

Attention: O. Keith Hallam III, Esq. 

                  Jenny Hochenberg, Esq. 

Facsimile: 212-474-3700 

Email:       khallam@cravath.com 

                  jhochenberg@cravath.com 

(b) If to the Stockholders or the Investor, to the Investor at: 

Carlyle Partners VII S1 Holdings, L.P. 

c/o The Carlyle Group 
 1001
Pennsylvania Avenue, NW 
 Washington, DC 20004-2505 

Attention: Cam Dyer 

                  Michael Clifton 

Facsimile: 202-347-1818 

Email:       Cam.Dyer@carlyle.com 

                  Michael.Clifton@carlyle.com 

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

Simpson Thacher & Bartlett LLP 

900 G Street, NW 
 Washington,
D.C. 20001 
 Attention: Jonathan L. Corsico, Esq. 

                 Daniel N. Webb, Esq. 

Facsimile: 202-636-5502 

Email:       jonathan.corsico@stblaw.com 

                  DWebb@stblaw.com 

  
 18 













 or such other address, email address or facsimile number as such party may hereafter specify by like notice
to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a
Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 

Section 5.10 Severability. If any term, condition or other provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any
term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law. 
 Section 5.11 Expenses. Except as provided in Section 2.3 and
Article III, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring
such costs and expenses. 
 Section 5.12 Interpretation. The rules of interpretation set forth in Section 8.12 of the
Investment Agreement shall apply to this Agreement, mutatis mutandis. 
 Section 5.13 Investor. 

(a) Each Holder hereby consents to (i) the appointment of the Investor as the attorneys-in-fact for and on behalf of such Holder and (ii) the taking by the Investor of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement
and the transactions contemplated hereby, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and all other documents contemplated hereby and (B) to take all actions necessary
in the judgment of the Investor for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. Any reference to any action by the Investor in this Agreement
shall require an instrument in writing signed by the Investor. 
 (b) Each Holder shall be bound by the actions taken by the Investor
exercising the rights granted to it by this Agreement or the other documents contemplated by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Investor. 

[Signature pages follow] 

  
 19 













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

			
	COMPANY:
	
	 COMMSCOPE HOLDING COMPANY,

INC.

		
	By:	 	 /s/ Alexander W. Pease

		 	Name:   Alexander W. Pease
		 	 Title:     Executive Vice President and

              Chief Financial Officer



 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 













					
	INVESTOR:
		 		 	
	CARLYLE PARTNERS VII S1 HOLDINGS, L.P.
		 		 	
	 By: TC Group VII S1, L.P., its general

       partner



	 By: TC Group VII S1, L.L.C., its general

       partner



		 		 	
	By:	 	 /s/ Campbell R. Dyer

		 	Name:   Campbell R. Dyer
		 	Title:     Managing Director


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 












 EXHIBIT A 

DEFINED TERMS 
 1.
The following capitalized terms have the meanings indicated: 
 “Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Company (after consultation with legal counsel): (i) would be required to be made in any registration statement filed with the SEC by the Company so
that such registration statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement; and (iii) the Company has a bona
fide business purpose for not disclosing publicly. 
 “Affiliates” shall have the meaning given to such term in the
Certificate of Designations. 
 “Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or
banks in the City of New York are authorized or required by law to be closed. 
 “Certificate of Designations” means the
Certificate of Designations setting forth the designations, powers, preferences, qualifications, limitations and restrictions of the Series A Preferred Stock, dated as of the date hereof, as may be amended from time to time. 

“Common Stock” means all shares currently or hereafter existing of the Company’s common stock, par value $0.01 per
share. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the
rules and regulations of the SEC promulgated thereunder. 
 “FINRA” means the Financial Industry Regulatory Authority, Inc.

 “Holder” means any Stockholder holding Registrable Securities. 

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust,
unincorporated organization or any other entity, including a governmental authority. 
 “register”,
“registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such
registration statement or the automatic effectiveness of such registration statement, as applicable. 
 “Registrable
Securities” means, as of any date of determination, (x) any shares of the Series A Preferred Stock issued to the Investor pursuant to the Investment Agreement (whether or not subsequently transferred to any Stockholder) and any shares
of Common Stock hereafter acquired by any Stockholder pursuant to the conversion of the Series A Preferred Stock, any securities of the Company acquired pursuant to Section 5.16 of the Investment Agreement (or acquired
pursuant to conversion, exchange or exercise of such securities), and (y) any other securities issued or issuable with respect to any such shares of Common Stock, Series A 

  
 A-1 













 
Preferred Stock or other such securities by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (including, for the
avoidance of doubt, a redemption, put or call transaction pursuant to the Certificate of Designations); provided, that for purpose of this clause (y), such securities will be Registrable Securities for a Stockholder (a) if such
securities are issued by the Company or (b) if such securities are not issued by the Company, when such securities are issued: (I) such securities are (or, in the case of securities issuable upon the conversion, exchange or exercise of
other securities, if then issued would be) “restricted securities” or “control securities” (as such terms are used for purpose of Rule 144 under the Securities Act) in the hands of such Stockholder or (II) such Stockholder
and its Affiliates beneficially own (as defined for purposes of Section 13(d) of the Exchange Act and the rules thereunder) at least 5% of the class of such securities when such securities are issued (or when such securities may be acquired
upon conversion, exercise or exchange, in the case of securities issuable upon the conversion, exchange or exercise of other securities). As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable
Securities when (i) such securities are sold or otherwise transferred pursuant to an effective registration statement under the Securities Act, (ii) such securities shall have ceased to be outstanding, (iii) such securities have been
transferred in a transaction in which the Holder’s rights under this Agreement are not assigned to the transferee of the securities, (iv) such securities are sold in a broker’s transaction under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (v) the stock certificates or evidences of book-entry registration relating to such securities have had all restrictive legends
removed. 
 “Registration Expenses” means all (a) expenses incurred by the Company in complying with Article I,
including all registration, qualification, listing and filing fees, printing expenses, escrow fees, and fees and disbursements of counsel for the Company, blue sky fees and expenses and (b) reasonable, documented
out-of-pocket fees and expenses of one outside legal counsel to the Investor and all Holders retained in connection with registrations and offerings contemplated hereby;
provided, however, that Registration Expenses shall not be deemed to include any Selling Expenses. 
 “Registration
Statement” shall mean any registration statement of the Company filed or to be filed with the SEC under the rules and regulations promulgated under the Securities Act, including the related prospectus, amendments and supplements to such
registration statement, and including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. 

“Restricted Securities” means any Common Stock required to bear the legend set forth in Section 5.09(a) of the
Investment Agreement. 
 “Rule 144” means Rule 144 promulgated under the Securities Act and any successor provision. 

“Rule 462(e)” means Rule 462(e) promulgated under the Securities Act and any successor provision. 

“SEC” means the U.S. Securities and Exchange Commission. 

  
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 “Securities Act” means the Securities Act of 1933, as amended, and any
successor statute thereto, and the rules and regulations of the SEC promulgated thereunder. 
 “Selling Expenses” means all
underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders, and the fees and expenses of any counsel to the Holders (other than such fees and expenses expressly included in
Registration Expenses). 
 “Shelf Registration Statement” means the Resale Shelf Registration Statement or a Subsequent
Shelf Registration Statement, as applicable. 
 2. The following terms are defined in the Sections of the Agreement indicated: 

INDEX OF TERMS 
  

			
	 Term
	  	 Section

	Actions	  	Section 5.6(b)
	Agreement	  	Preamble
	Company	  	Preamble
	Company Indemnified Parties	  	Section 3.1
	Effectiveness Period	  	Section 1.2
	Holder Indemnified Parties	  	Section 3.2
	Indemnified Party	  	Section 3.3
	Indemnifying Party	  	Section 3.3
	Interruption Period	  	Section 2.1
	Investment Agreement	  	Recitals
	Investor	  	Preamble
	Losses	  	Section 3.1
	Offering Persons	  	Section 2.1(m)
	Piggyback Notice	  	Section 1.8(a)
	Piggyback Registration Statement	  	Section 1.8(a)
	Piggyback Request	  	Section 1.8(a)
	Quarterly Blackout Period	  	Section 1.6(a)
	Resale Shelf Registration Statement	  	Section 1.1
	Series A Preferred Stock	  	Recitals
	Shelf Offering	  	Section 1.7
	Stockholder	  	Preamble
	Stockholders	  	Preamble
	Subsequent Holder Notice	  	Section 1.5
	Subsequent Shelf Registration Statement	  	Section 1.3
	Take-Down Notice	  	Section 1.7
	Underwritten Offering	  	Section 1.6(a)
	Underwritten Offering Notice	  	Section 1.6(a)


  
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