Exhibit 10.3


 


 





EXECUTION VERSION




 


 





REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated
October 1, 2015 (this “Agreement”) is entered into by and among Beacon Roofing Supply, Inc., a Delaware corporation
(the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”),
and Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”)
of the initial purchasers listed in Exhibit A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).


 


The Company, the Guarantors (as defined
below) and the Representatives, for themselves and on behalf of the several Initial Purchasers, are parties to the Purchase Agreement
dated September 24, 2015 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial
Purchasers of $300,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2023 (the “Securities”),
which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is
a condition to the closing under the Purchase Agreement.


 


In consideration of the foregoing, the
parties hereto agree as follows:


 


1.Definitions. As used in this
Agreement, the following terms shall have the following meanings:


 


“Additional Guarantor”
shall mean any subsidiary of the Company that enters into a Guarantee under the Indenture after the date of this Agreement.


 


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


 


“Business Day” shall
mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed.


 


“Company” shall have
the meaning set forth in the preamble and shall also include the Company’s successors and permitted assigns.


 


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


 


“Exchange Dates” shall
have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall
mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a)
hereof.


 


“Exchange Offer Registration”
shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 






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“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) registering the
offer and sale of Exchange Securities and all amendments and supplements to such registration statement, in each case including
the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 


“Exchange Securities”
shall mean senior unsecured notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms
identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase
in annual interest rate for failure to comply with this Agreement) and to be offered to Holders in exchange for Securities pursuant
to the Exchange Offer.


 


“FINRA” means the Financial
Industry Regulatory Authority, Inc.


 


“Free Writing Prospectus”
means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company and
used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.


 


“Guarantees” shall mean
the guarantees of the Securities and, from and after the time of issuance of any Exchange Securities, guarantees of the Exchange
Securities, in each case by the Guarantors under the Indenture.


 


“Guarantors” shall mean
the Initial Guarantors, any Additional Guarantors and any Guarantor’s successor that guarantees the Securities, in each
case to the extent such guarantee remains in effect and has not been discharged or terminated in accordance with the terms of
the Indenture (as defined below).


 


“Holders” shall mean
the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4
and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.


 


“Indemnified Person”
shall have the meaning set forth in Section 5(c) hereof.


 


“Indemnifying Person”
shall have the meaning set forth in Section 5(c) hereof.


 


“Indenture” shall mean
the Indenture relating to the Securities, dated as of October 1, 2015, among the Company, the Guarantors and U.S. Bank National
Association, as trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof.


 


“Initial Guarantors”
shall have the meaning set forth in the preamble.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble.


 


“Inspector” shall have
the meaning set forth in Section 3(a)(xiv) hereof.


 


“Issuer Information”
shall have the meaning set forth in Section 5(a) hereof.


 






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“Notice and Questionnaire”
shall mean a notice of registration statement and selling security holder questionnaire distributed to the Holders by the Company
upon receipt of a Shelf Request.


 


“Participating Broker-Dealers”
shall have the meaning set forth in Section 4(a) hereof.


 


“Participating Holder”
shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company
in accordance with Section 2(b) hereof.


 


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


 


“Prospectus” shall mean
the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration
Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble.


 


“Registrable Securities”
shall mean the Securities; provided that the Securities shall cease to be Registrable Securities upon the earliest to occur
of the following: (i) when a Registration Statement with respect to such Securities has become effective under the Securities
Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities
cease to be outstanding or (iii) when such Securities are sold pursuant to Rule 144 under the Securities Act.


 


“Registration Default”
shall mean the occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration
Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof,
has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant
to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later
of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration
Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained
therein ceases to be usable for resales of Registrable Securities, in each case whether or not permitted by this Agreement, at
any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether
or not consecutive) in any 12-month period, or (v) the Shelf Registration Statement, if required by this Agreement, has become
effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration
Statement ceases to be effective or the Prospectus contained therein ceases to be usable for resales of Registrable Securities,
in each case whether or not permitted by this Agreement.


 






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“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement,
including without limitation: (i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for any Underwriters
or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses
of the Company or the Guarantors in preparing or assisting in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements
of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements
of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority
of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel
for the Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accountants of the Company
and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than
fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.


 


“Registration Statement”
shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.


 


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


 


“SEC” shall mean the
United States Securities and Exchange Commission.


 


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


 


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


 


“Shelf Effectiveness Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the
Registrable Securities (but no other securities unless approved by a majority in aggregate principal amount of the Registrable
Securities held by the Participating Holders) on an appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated
by reference therein.


 






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“Shelf Request” shall
have the meaning set forth in Section 2(b) hereof.


 


“Staff” shall mean the
staff of the SEC.


 


“Suspension Actions”
shall have the meaning set forth in Section 2(e) hereof.


 


“Suspension Period”
shall have the meaning set forth in Section 2(e) hereof.


 


“Target Registration Date”
shall mean the date that is 270 days from the date hereof.


 


“Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, as amended from time to time.


 


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


 


“Underwriter” shall
have the meaning set forth in Section 3(e) hereof.


 


“Underwritten Offering”
shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.


 


2.Registration Under the Securities
Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the
Guarantors shall (x) use their reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering
an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) use their commercially
reasonable efforts to (i) have such Registration Statement become effective on or before the Target Registration Date and (ii)
remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. For the avoidance
of doubt, clause (y)(ii) of the immediately preceding sentence shall not obligate the Company to file an amendment to the Exchange
Offer Registration Statement (or make a filing with the SEC that would be incorporated by reference into the Exchange Offer Registration
Statement) if, pursuant to Section 2(e), the Company would be entitled to invoke a Suspension Period and elect not to make such
filing under the circumstances (it being understood and agreed that all references to Shelf Registration Statement in Section
2(e) shall be construed to include the Exchange Offer Registration Statement solely for purposes of this sentence). The Company
and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective
by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 60 days after such effective
date.


 


After the Exchange Offer Registration Statement
has been declared effective by the SEC, the Company and the Guarantors shall commence the Exchange Offer by mailing or making
available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating,
in addition to such other disclosures as are required by applicable law, substantially the following:


 






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		(i)	that the Exchange Offer is being made pursuant to this Agreement
                                         and that all Registrable Securities validly tendered and not properly withdrawn will
                                         be accepted for exchange;



 


		(ii)	the dates of acceptance for exchange (which shall be a period
                                         of at least 20 Business Days from the date such notice is mailed or made available) (the
                                         “Exchange Dates”);



 


		(iii)	that any Registrable Security not tendered will remain outstanding
                                         and continue to accrue interest but will not retain any rights under this Agreement,
                                         except as otherwise specified herein;



 


		(iv)	that any Holder electing to have a Registrable Security exchanged
                                         pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security,
                                         together with the appropriate letters of transmittal, to the institution and at the address
                                         and in the manner specified in the notice, or (B) effect such exchange otherwise
                                         in compliance with the applicable procedures of the depositary for such Registrable Security,
                                         in each case prior to the close of business on the last Exchange Date; and



 


		(v)	that any Holder will be entitled to withdraw its election, not
                                         later than the close of business on the last Exchange Date, by (A) sending to the institution
                                         and at the address specified in the notice, a facsimile transmission or letter setting
                                         forth the name of such Holder, the principal amount of Registrable Securities delivered
                                         for exchange and a statement that such Holder is withdrawing its election to have such
                                         Securities exchanged or (B) effecting such withdrawal in compliance with the applicable
                                         procedures of the depositary for the Registrable Securities.



 


As a condition to participating in the
Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer
it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor, (4) if such Holder is not a broker-dealer,
that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, and (5) if such Holder
is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were
acquired as a result of market-making or other trading activities, such Holder will deliver a Prospectus (or, to the extent permitted
by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.


 


As soon as practicable after the last Exchange
Date, the Company and the Guarantors shall:


 


		(I)	accept for exchange Registrable Securities or portions thereof
                                         validly tendered and not properly withdrawn pursuant to the Exchange Offer; and



 






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		(II)	deliver, or cause to be delivered, to the Trustee for cancellation
                                         all Registrable Securities or portions thereof so accepted for exchange by the Company
                                         and issue, and cause the Trustee to promptly authenticate and deliver to each Holder,
                                         Exchange Securities equal in principal amount to the principal amount of the Registrable
                                         Securities tendered by such Holder; provided that if any of the Registrable Securities
                                         are in book-entry form, the Company shall, in cooperation with the Trustee, effect the
                                         exchange of Registrable Securities in accordance with applicable book-entry procedures.



 


The Company and the Guarantors shall use
their commercially reasonable efforts to complete the Exchange Offer as provided above and shall use reasonable best efforts to
comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate any applicable law or applicable interpretations of the Staff and that no action or proceeding has been instituted or
threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment,
could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer.


 


(b)In the event that (i) the Company
and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or
the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable
law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration
Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing
that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors
shall use their reasonable best efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request,
as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof
and use commercially reasonable efforts to have such Shelf Registration Statement become effective; provided that (x) no
Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the
prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed
Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b)
hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (y) in no event shall
the Company or the Guarantors be under any obligation to file any such Shelf Registration Statement before they are obligated
to file an Exchange Offer Registration Statement pursuant to Section 2(a) hereof.


 


In the event that the Company and the Guarantors
are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors
shall use their reasonable best efforts to file, and shall use their commercially reasonable efforts to have become effective,
both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.


 






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The Company and the Guarantors agree to
use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which
the Securities covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company
and the Guarantors further agree to use their reasonable best efforts to supplement or amend the Shelf Registration Statement,
the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information
relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if
required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as
soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Participating Holders copies of any such
supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders.


 


(c)The Company and the Guarantors shall
pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each
Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)An Exchange Offer Registration Statement
pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the
SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it
has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the
Securities Act.


 


If a Registration Default occurs, the interest
rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately
following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each
case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration
Default ends with respect to any Security when such Security ceases to be a Registrable Security or, if earlier, (1) in the
case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the
case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration
Statement becomes effective, or (3) in the case of a Registration Default under clause (iv) or clause (v) of the
definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at
any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration
Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default
that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration
Default.


 


Notwithstanding anything to the contrary
in this Agreement, if the Exchange Offer is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated,
eligible to exchange, and withdrew or failed to validly tender its Securities in the Exchange Offer, will not be entitled to receive
any additional interest pursuant to the preceding paragraph, and such Securities will no longer constitute Registrable Securities
hereunder.


 






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(e) The Company and the Guarantors
shall be entitled to suspend their obligation to file any amendment to a Shelf Registration Statement, furnish any supplement
or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing
with the SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement
to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension
Actions”), for a reasonable period of time, but not in excess of 60 consecutive days or more than two times during any
12-month period (each, a “Suspension Period”), if there is a possible acquisition, disposition or business
combination or other transaction, business development or event involving the Company, any Guarantor or any of their respective
subsidiaries that would require disclosure to be included or incorporated by reference in the Shelf Registration Statement or
Prospectus (and disclosure would not be required to be made at such time but for the use of such Shelf Registration Statement
or Prospectus) and the Company determines in the exercise of its reasonable judgment (and not for the purpose of avoidance of
its obligations hereunder) that such disclosure is not in the best interest of the Company and its stockholders or would reasonably
be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a
planned or proposed acquisition, disposition, business combination or other similar transaction. Upon the occurrence of any of
the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the
basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all
Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the
cessation of the delay or suspension (but not the basis thereof). Notwithstanding anything to the contrary contained herein, the
Company shall not be obligated to pay additional interest (and no additional interest shall accrue) pursuant to Section 2(d) in
the case of a Registration Default under clauses (ii)-(v) of the definition thereof during a Suspension Period, and no such Suspension
Period shall count against the periods and occasions set forth in clauses (iv) and (v) of such definition.


 


(f)Without limiting the remedies available
to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors
to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury
to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may seek
such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a)
and Section 2(b) hereof.


 


3.Registration Procedures. (a)
In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors
shall as promptly as reasonably practicable:


 


(i)prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the
Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Participating
Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include
or incorporate by reference all financial statements required by the SEC to be filed therewith; and use their commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance
with Section 2 hereof;


 






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(ii)prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and use their
commercially reasonable efforts to keep each Prospectus current during the period described in Section 4(a)(3) of and Rule
174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities
or Exchange Securities;


 


(iii)to the extent any Free Writing
Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors
with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing Prospectus not required to be filed;


 


(iv)in the case of a Shelf Registration,
furnish to each Participating Holder, to counsel for the Initial Purchasers, to counsel for such Participating Holders and to
each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus,
preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto (other than, unless specifically requested
and not publicly available via the SEC’s EDGAR filing system, any document that amends or supplements any Prospectus or
preliminary prospectus because it is incorporated by reference therein), as such Participating Holder, counsel or Underwriter
may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject
to Section 3(c) hereof, the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or Free
Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders
and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in accordance
with applicable law;


 


(v)use their commercially reasonable
efforts to (1) register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions
of the United States as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement
becomes effective; (2) cooperate with such Participating Holders in connection with any filings required to be made with FINRA;
and (3) do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder
to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided
that neither the Company nor any Guarantor shall be required to (A) qualify as a foreign corporation or other entity or as
a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (B) file any general consent
to service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction if it is not already
so subject;


 






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(vi)notify counsel for the Initial
Purchasers and, in the case of a Shelf Registration, notify each Participating Holder and counsel for such Participating Holders
promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free
Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed,
(2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus
or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the
issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement
or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the
SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities
cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in any U.S. jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that, in
the reasonable judgment of the Company, makes any statement of a material fact made in such Registration Statement or the related
Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration
Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading, and (6) of any
determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be appropriate;


 


(vii)use their commercially reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing
an amendment to such Registration Statement on the proper form, as soon as reasonably practicable and provide prompt notice to
each Holder or Participating Holder of the withdrawal of any such order or such resolution;


 


(viii)in the case of a Shelf Registration,
furnish to each Participating Holder, without charge, upon request, at least one conformed copy of each Registration Statement
and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless
requested and such documents are not publicly available via the SEC’s EDGAR filing system);


 


(ix)in the case of a Shelf Registration,
cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations
and, in the case of certificated securities, registered in such names (consistent with the provisions of the Indenture) as such
Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;


 



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(x)upon the occurrence of any event
contemplated by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document
so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities,
such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and the Company and the Guarantors shall notify the Participating Holders (in the case of a Shelf Registration
Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer
Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus (but may exclude the basis for the suspension)
as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers
and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the
case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus,
as the case may be, to correct such misstatement or omission;


 


(xi)a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference
into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide
copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the
Participating Holders and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders
or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial
filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to
a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference
into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and,
in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been advised
and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Participating Holders or their counsel) shall reasonably object within two Business Days after the receipt thereof, unless
the Company believes in good faith that use or filing of such Prospectus, Free Writing Prospectus, or any amendment of or supplement
to a Registration Statement, Prospectus or Free Writing Prospectus or any document that is to be incorporated by reference into
a Registration Statement, a Prospectus or a Free Writing Prospectus is required by applicable law. This clause (xi) shall not
apply to any filing by the Company or the Guarantors of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current
Report on Form 8-K with respect to matters unrelated to the Exchange Offer or the Registrable Securities and the offering thereof
or exchange therefor;


 






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(xii)obtain a CUSIP number for all
Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration
Statement;


 


(xiii)cause the Indenture to be qualified
under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the
case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture
to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable
efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;


 


(xiv)in the case of a Shelf Registration,
make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, any one firm of attorneys and one firm of accountants
designated by a majority in aggregate principal amount of the Registrable Securities held by the Participating Holders to be covered
by such Shelf Registration and one firm of attorneys and one firm of accountants designated by such Underwriter, at reasonable
times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries
reasonably requested by any such Inspector, Underwriter, attorney or accountant, and cause the respective officers, directors
and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement; provided that, if any such information is identified
by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions
as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent
with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;


 


(xv)in the case of a Shelf Registration,
use their commercially reasonable efforts to cause all Registrable Securities covered thereby to be listed on any securities exchange
or any automated quotation system on which similar debt securities issued or guaranteed by the Company or any Guarantor are then
listed if requested by Holders of a majority of the aggregate principal amount of such Registrable Securities, to the extent such
Registrable Securities satisfy applicable listing requirements;


 


(xvi)if reasonably requested by any
Participating Holder, promptly include in a Prospectus supplement or post-effective amendment such information with respect to
such Participating Holder as such Participating Holder reasonably requests to be included therein, based on a reasonable belief
that such information is required to be included therein or is necessary to make the information about such Participating Holder
therein not misleading, and make all required filings of such Prospectus supplement or such post-effective amendment as soon as
reasonably practicable after the Company has received notification of the matters to be so included in such filing;


 






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(xvii)in the case of a Shelf Registration,
enter into such customary agreements and take all such other actions in connection therewith (including those requested by the
Participating Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement)
in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten
Offering and in connection with any such Underwritten Offering, (1) to the extent possible, make such representations and warranties
to the Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration
Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference,
if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings
and consistent with the applicable representations and warranties in the Purchase Agreement and confirm the same if and when requested;
provided that the Participating Holders’ representations and warranties shall be of the substance and scope as are
customarily made by selling securityholders to underwriters and issuers in underwritten offerings, (2) use commercially reasonable
efforts to obtain opinions of counsel to the Company and the Guarantors (which opinions, in form, scope and substance, shall be
reasonably satisfactory to such Underwriters and their respective counsel) addressed to each Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten offerings and consistent with the opinions delivered
pursuant to the Purchase Agreement; provided that, if required by the Underwriter, counsel for the Participating Holders
shall provide an opinion to the Underwriter covering the matters customarily covered in opinions requested from selling securityholders
by underwriters in underwritten offerings, (3) use commercially reasonable efforts to obtain “comfort” letters from
the independent registered public accountants of the Company and the Guarantors (and, if necessary, any other registered public
accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for
which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each
Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities,
such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus,
Prospectus or Free Writing Prospectus, and (4) deliver such documents and certificates as may be reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable Securities being sold or by the Underwriters, and which
are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties
of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained
in an underwriting agreement; and


 


(xviii)so long as any Registrable Securities
remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor,
to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial
Purchasers no later than five Business Days following the execution thereof.


 


(b)In the case of a Shelf Registration
Statement, the Company may require, as a condition to including a Holder’s Registrable Securities in such Shelf Registration
Statement, such Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information
regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors
may from time to time reasonably request in writing. Each Participating Holder of Registrable Securities as to which any Shelf
Registration is being effected agrees to furnish promptly to the Company all information about such Holder required to be disclosed
so that the information about such Holder disclosed by the Company in a Shelf Registration Statement is not materially misleading
and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances under which they were made.


 






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(c)Each Participating Holder and Participating
Broker Dealer agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the
kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder or Participating Broker-Dealer,
as the case may be, will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement
or the Exchange Offer Registration Statement, respectively, until such Participating Holder’s or Participating Broker Dealer’s
receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x)
hereof and, if so directed by the Company and the Guarantors, such Participating Holder or Participating Broker Dealer, as the
case may be, will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then
in such Participating Holder’s or Participating Broker Dealer’s possession, of the Prospectus and any Free Writing
Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.


 


(d)If the Company and the Guarantors
shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement in accordance
with Section 3(c), the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such
notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented
or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice that such supplement or amendment
is not necessary; provided that, in the case where such suspension is solely a result of the Company’s compliance
with Section 3(a)(xvi) hereof, no such extension shall be required and the Company shall not be obligated to pay additional interest
(and no additional interest shall accrue) pursuant to Section 2(d) during such suspension period . For the avoidance of doubt,
any such suspension shall not relieve the Company of its obligation to pay additional interest, if any, required by Section 2(d)
hereof.


 


(e)The Participating Holders who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank
or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will
be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, subject
in each case to consent by the Company (which shall not be unreasonably withheld or delayed so long as such bank or manager is
nationally recognized as an underwriter of debt securities offerings).


 


(f) No Holder of Registrable Securities
may participate in any Underwritten Offering hereunder unless such Holder (i) agrees to sell such Holder’s Registrable Securities
on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 






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4.Participation of Broker-Dealers
in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making
or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection
with any resale of such Exchange Securities.


 


The Company and the Guarantors understand
that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell
the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned
by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available
to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.


 


(b)In light of the above, and notwithstanding
the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in
the Exchange Offer Registration Statement to include the necessary plan of distribution and related disclosure for a period of
up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to
expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions
of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers
shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4.


 


(c)The Initial Purchasers shall have
no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b)
hereof.


 


5.Indemnification and Contribution.
(a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each
Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained
in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”)
filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information
furnished to the Company in writing through the Representatives or any selling Holder, respectively, expressly for use therein.
In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally,
will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating
in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested
in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.


 






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(b)Each Holder agrees, severally and
not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders,
the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement
and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set
forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus
and any Free Writing Prospectus.


 


(c)If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect
of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”)
in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it
may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture
of substantive rights or defenses) by such failure. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall
pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded based on the advice of outside counsel that there are legal defenses available to it that
may be different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed
that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that
all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Representatives,
(y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Holders
of a majority of the aggregate principal amount of outstanding Registrable Securities and (z) in all other cases shall be designated
in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt
by the Indemnifying Person of such request, (ii) the Indemnifying Person shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) the Indemnifying Person shall not have reimbursed the Indemnified
Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified
Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include
any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.


 






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(d)If the indemnification provided
for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified
Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on
the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders
on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors
or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. 





 


(e)The Company, the Guarantors and
the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection
with investigating, preparing or defending against any such action or claim. Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are
several and not joint.


 


(f)The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)The indemnity and contribution provisions
contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling
the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.


 


6.General.


 


(a)No Inconsistent Agreements.
The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in
any way conflict with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company
or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the
date of this Agreement will enter into, any agreement that conflicts with the rights granted to the Holders of Registrable Securities
in, or the other provisions of, this Agreement.


 






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(b)Amendments
and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors
have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers
or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. Each
Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent thereafter
shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 6(b), whether
or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable
Securities or is delivered to such Holder. Each Holder may waive compliance with respect to any obligation of the Company or any
Guarantor under this Agreement as it may apply or be enforced by such particular Holder.


 


(c)Notices. All notices and
other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail,
facsimile, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially
is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors,
initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses
as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions
of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if faxed; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the
Trustee, at the address specified in the Indenture.


 


(d)Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including,
without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase
Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms
and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in
their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.


 






    19 


     


    

 


(e)Third Party Beneficiaries.
Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.


 


(f)Counterparts. This Agreement
may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(g)Headings. The headings in
this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect
the meaning hereof.


 


(h)Governing Law. This Agreement,
and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


(i)Waiver of Jury Trial. The
Company and the Guarantors hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


(j)Entire Agreement; Severability.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the
terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace
the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to
that of the invalid, void or unenforceable provisions.


 


(k) Majority of Holders. Whenever
an action or determination under this Agreement requires the consent or approval of the Holders of a majority of the aggregate
principal amount of the applicable Registrable Securities, in determining such majority, (i) any Registrable Securities owned
directly or indirectly by the Company or any of its affiliates shall not be counted and (ii) if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together
as one class.


 


 


 


 


 


[Signature Page Follows]


 




    20 


     


    

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


 





 


	 	Beacon Roofing Supply,
    Inc.
	 	 
	 	By: 	/s/ Joseph M. Nowicki 
	 	Name:  	Joseph M. Nowicki  
	 	Title:	Executive Vice President,
Chief Financial Officer and Treasurer



  





	 	INITIAL GUARANTORS:
	 	 
	 	BEACON SALES ACQUISITION, INC.
	 	 
	 	By: 	/s/ Joseph M. Nowicki 
	 	Name:  	Joseph M. Nowicki
	 	Title:  	Executive Vice President, Chief Financial Officer and Treasurer


  


 


	 	BEACON LEADERSHIP ACQUISITION II, LLC
	 	 
	 	By: 	/s/ Joseph M. Nowicki 
	 	Name:  	Joseph M. Nowicki
	 	Title:  	Executive Vice President,
Chief Financial Officer and Treasurer


 








 


 


 


[Registration Rights
Agreement]


 


 




    


     


    

 


 


Confirmed and accepted as of the date first above written:



 


 





	WELLS FARGO SECURITIES, LLC	 	 	 	 
	 	 	 	 	 
	For itself and on behalf of the

    Initial Purchasers	 	 	 	 
	 	 	 	 	 
	By	/s/ Jeffrey M. Foley	 	 	 	 
	 	Authorized Signatory	 	 	 	 
		 	 	 	 
		 	 	 	 



  


 


	CITIGROUP GLOBAL MARKETS INC.	 	 	 	 
	 	 	 	 	 
	For itself and on behalf of the

    Initial Purchasers	 	 	 	 
	 	 	 	 	 
	By	/s/ Monique Renta  	 	 	 	 
	 	Authorized Signatory	 	 	 	 
		 	 	 	 
		 	 	 	 





 


 


 


 


 


 


[Registration Rights
Agreement]




    


     


    

Schedule 1


 


Initial Guarantors


 


 


Beacon Sales Acquisition, Inc.





Beacon Leadership Acquisition II, LLC


 




    


     


    

Annex A


 


Counterpart to Registration Rights Agreement


 


Each of the undersigned hereby absolutely,
unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of October 1,
2015, by and among Beacon Roofing Supply, Inc., a Delaware corporation, the guarantors party thereto, and Wells Fargo Securities,
LLC and Citigroup Global Markets Inc., as Representatives of the other Initial Purchasers) to be bound by the terms and provisions
of such Registration Rights Agreement applicable to a Guarantor as specified therein.


 


IN WITNESS WHEREOF, the undersigned has
executed this counterpart as of _______________, 2015.


 


 





	 	[GUARANTORS]
	 	 
	 	By: 	    
	 	Name:

    Title: