exv10w15






Exhibit 10.15




Execution Copy




ASPEN AEROGELS, INC.

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




     THIS FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of
September 22, 2010, is by and among Aspen Aerogels, Inc., a Delaware corporation (the “Company”),
and the Investors set forth on Schedule A hereto (the “Investors”).



Recitals:




     A. The Company was formed as Aspen Merger Sub, Inc. on May 16, 2008 by filing its Certificate
of Incorporation with the Secretary of the State of Delaware. The Company entered into an
Agreement and Plan of Merger with Aspen Aerogels, Inc., a Delaware corporation (the “Predecessor
Entity”), on June 10, 2008, pursuant to which the Predecessor Entity merged with and into the
Company (the “Merger”), with the Company surviving the Merger, and the Company changed its name to
“Aspen Aerogels, Inc.” as part of the Merger.



     B. In connection with the issuance of the Predecessor Entity’s Series A Convertible Preferred
Stock on May 17, 2001, the Predecessor Entity and certain Stockholders entered into that certain
Registration Rights Agreement dated as of such date (the “Original Agreement”).



     C. In connection with the issuance of the Predecessor Entity’s Series C Convertible Preferred
Stock on December 9, 2003, the Predecessor Entity and certain Stockholders entered into that
certain First Amended and Restated Registration Rights Agreement dated as of such date, as amended
on October 20, 2004 (as so amended, the “Amended Agreement”) replacing the Original Agreement in
its entirety.



     D. In connection with the issuance of the Predecessor Entity’s Series D Preferred Stock on
March 23, 2005, the Predecessor Entity and certain Stockholders entered into that certain Second
Amended and Restated Registration Rights Agreement dated as of such date (the “Second Amended
Agreement”) replacing the Amended Agreement in its entirety.



     E. In connection with the issuance of the Company’s formerly outstanding Series B-1 Preferred
Stock on June 10, 2008, the Company and certain Stockholders entered into that certain Third
Amended and Restated Registration Rights Agreement dated as of such date (the “Third Amended
Agreement”) replacing the Second Amended Agreement in its entirety.



     F. In connection with the issuance of the Company’s Series A Preferred Stock on August 14,
2009, the Company and certain Stockholders entered into that certain Fourth Amended and Restated
Registration Rights Agreement dated as of such date (the “Fourth Amended Agreement”) replacing the
Third Amended Agreement in its entirety.



     G. Certain Investors (the “Purchasers”) will purchase shares of the Company’s newly created
Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred



 









 




Stock”), pursuant to a Series B Preferred Stock Purchase Agreement, dated as of the date
hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).




     H. The Company and the Majority Holders under the Fourth Amended Agreement, together with the
Purchasers, desire to amend and restate the Fourth Amended Agreement by deleting it in its entirety
and replacing it with this Agreement.



     I. The Company and the Investors desire to enter into this Agreement for the purpose of
establishing the registration rights of the Common Stock.



     J. The execution and delivery of this Agreement is a condition to the Purchasers’ purchase of
shares of Series B Preferred Stock pursuant to the Purchase Agreement.



Agreement:




     NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:



     Section 1. Definitions.



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



     “Affiliate” means, (1) with respect to any Person, any of (a) a director, officer or
stockholder holding 5% or more of the capital stock (on a fully diluted basis) of such Person, (b)
a spouse, parent, sibling or descendant of such Person (or a spouse, parent, sibling or descendant
of any director or officer of such Person) and (c) any other Person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under common control with,
another Person or (2) in any event, any Person meeting the definition of “Affiliate” set forth in
Rule 405 under the Securities Act. The term “control” includes, without limitation, the
possession, directly or indirectly, of the power to direct the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.



     “Board” means the Board of Directors of the Company.



     “Charter” means the Third Amended and Restated Certificate of Incorporation of the Company, as
amended from time to time.



     “Commission” means the Securities and Exchange Commission or any other federal agency at the
time administering the Securities Act.



     “Common Stock” means the common stock, $0.001 par value per share, of the Company.



     “Conversion True-Up Shares” has the meaning set forth in the Charter.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor Federal
statute, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect from time to time.



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     “FINRA” has the meaning set forth in Section 6(n).



     “Holders” means Investors holding Registrable Shares or their transferees.



     “Information” has the meaning set forth in Section 6(i).



     “Inspectors” has the meaning set forth in Section 6(i).



     “Investors” shall mean the parties to this Agreement who are designated as Investors as set
forth on Schedule A to the Agreement.



     “Investors Counsel” has the meaning set forth in Section 6(b).



     “IPO” has the meaning set forth in the Charter.



     “Other Shares” means at any time those shares of Common Stock which do not constitute Primary
Shares or Registrable Shares.



     “Person” means any individual, partnership, corporation, group, trust or other legal entity.



     “Preferred Stock” means the Series A Preferred Stock, the Series B Preferred Stock and any
other series of the Company’s preferred stock.



     “Primary Shares” means at any time the authorized, but unissued, shares of Common Stock and
shares of Common Stock held by the Company in its treasury.



     “Purchase Agreement” has the meaning set forth in the Recitals.



     “Purchasers” has the meaning set forth in the Recitals.



     “QPO” has the meaning set forth in the Charter.



     “Records” has the meaning set forth in Section 6(i).



     “Registrable Shares” means (i) the Common Stock issuable or issued upon the voluntary
conversion on August 14, 2009 of the Company’s formerly outstanding Series A-1, A-2, A-3, B-1, B-2
and B-3 Preferred Stock; (ii) the Common Stock issuable or issued upon conversion of the Preferred
Stock, (iii) any True-Up Shares, and (iii) any other shares of Common Stock issued as a dividend or
other distribution with respect to, or in exchange for or replacement of, any of the shares of
Common Stock referred to in clauses (i), (ii) or (iii). As to any particular Registrable Shares,
once issued, such Registrable Shares shall cease to be Registrable Shares when (i) they have been
registered under the Securities Act, the registration statement in connection therewith has been
declared effective and they have been disposed of pursuant to such effective registration
statement, or (ii) such Registrable Shares are held by an Investor (together with its affiliates)
if (A) as reflected on the Company’s books and records, such Investor (together with its
affiliates) holds less than 1% of the Company’s outstanding Common Stock (on an as-if-converted to
Common Stock basis), (B) the Company has completed a QPO and (C) all shares of Common



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Stock issued or issuable upon conversion of such Registrable Shares held by and issuable to
such Investor (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day
period.




     “Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto
or any complementary rule thereto (such as Rule 144A).



     “Sale of the Company” has the meaning set forth in the Charter.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor Federal
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.



     “Series A Preferred Stock” means the Company’s Series A Preferred Stock, par value $0.001 per
share.



     “Series B Preferred Stock” has the meaning set forth in the Recitals.



     “Stockholders’ Agreement” means the Fifth Amended and Restated Stockholders’ Agreement dated
the date hereof by and among the Company, the Stockholders identified therein and those Persons who
shall hereafter agree in writing to be treated as Stockholders thereunder, as amended from time to
time.



     “True-Up Shares” has the meaning set forth in the Charter.



     Section 2. Demand Registration.



          (a) At any time from the earlier of (i) six (6) months following the completion of an IPO or
(ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at
least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state
in writing that such Holders desire to sell Registrable Shares in the public securities markets and
request the Company to effect the registration of Registrable Shares under the Securities Act, the
Company shall promptly use its best efforts to effect the registration under the Securities Act of
the Registrable Shares which the Company has been so requested to register by the Holders. For the
avoidance of doubt, the Company shall not be required to register the sale or re-sale of any
True-Up Shares or Conversion True-Up Shares in an IPO.




          (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company
shall not be obligated to effect any registration under the Securities Act except in accordance
with the following provisions:




          (i) The Company shall not be obligated to use its best efforts to file and cause to become
effective (A) more than two (2) long-form registration statements initiated pursuant to Section
2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense;
(B) more than two (2) long-form registration statements initiated pursuant to Section 2(a)
at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a)
with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration
statement during any period in which any other registration statement (other than on Form S-8
promulgated under the Securities Act or any successor form thereto) pursuant to which Primary
Shares are to






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be or were sold has been filed and not withdrawn or has been declared effective within the
prior one hundred eighty (180) days.




          (ii) The Company may delay the filing or effectiveness of any registration statement for a
period of up to ninety (90) days after the date of a request for registration pursuant to this
Section 2 if at the time of such request the Company furnishes to the Holders requesting
such registration statement pursuant to this Section 2, a certificate signed by the Chief
Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to
engage within thirty (30) days of the time of such request, in a firm commitment underwritten
public offering of Primary Shares in which the holders of Registrable Shares may include
Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its
good faith judgment that it would be seriously detrimental to the Company and its stockholders for
such registration statement to be filed, provided, however, that the Company may only delay the
filing or effectiveness of a registration statement pursuant to this Section 2(b) for a
total of one hundred and twenty (120) days after the date of a request for registration pursuant to
this Section 2.




          (iii) With respect to any registration pursuant to this Section 2, the Company shall
give notice of such registration to all Holders that are not Initiating Holders and the holders of
all Other Shares that are entitled to registration rights and the Company may include in such
registration any Primary Shares or Other Shares and shall include all Registrable Shares that
Holders that are not Initiating Holders request to be registered within 20 days of the mailing of
the foregoing notice by the Company; provided, however, that if the managing underwriter advises
the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares
proposed to be included in such registration would interfere with the successful marketing
(including pricing) of the Registrable Shares proposed to be included in such registration, then
the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in
such registration shall be included in the following order:





          (A) first, all the Registrable Shares that are issued or issuable upon conversion of
the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable
Shares”), subject to the last sentence of Section 2(a), requested to be included in such
registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders
thereof based upon the number of Series B Registrable Shares requested to be registered by
each such Holder);




          (B) second, all the Registrable Shares that are not Series B Registrable shares
(“Non-Series B Registrable Shares”) requested to be included in such registration (or, if
necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based
upon the number of Non-Series B Registrable Shares requested to be registered by each such
Holder);




          (C) third, the Primary Shares; and




          (D) fourth, the Other Shares that are entitled to registration rights requested to be
included in such registration (or, if necessary, such Other Shares pro rata



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among the holders thereof based upon the number of Other Shares requested to be
registered by each such holder).



          (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to
such registration shall be in the form of an underwritten offering. The Initiating Holders shall,
at their option, select one or more nationally prominent firms of investment bankers reasonably
acceptable to the Company to act as the lead managing underwriter or underwriters in connection
with such offering. In such event, the right of any Person to include such Person’s Registrable
Shares or Other Shares in such registration shall be conditioned upon such Person’s participation
in such underwriting. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company) enter into an underwriting agreement in customary
form with the underwriter(s) selected for such underwriting.




     Section 3. Piggyback Registration.



          If the Company at any time proposes for any reason to register Primary Shares or Other Shares
under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act
or any successor forms thereto), it shall give written notice to the holders of Registrable Shares
of its intention to so register such Primary Shares or Other Shares at least thirty (30) days
before the initial filing of such registration statement and, upon the written request, delivered
to the Company within twenty (20) days after delivery of any such notice by the Company, of the
holders of Registrable Shares to include in such registration Registrable Shares (which request
shall specify the number of Registrable Shares proposed to be included in such registration and
shall state that such holder of Registrable Shares desires to sell such Registrable Shares in the
public securities markets), the Company shall use its best efforts to cause all such Registrable
Shares to be included in such registration on the same terms and conditions as the securities
otherwise being sold in such registration; provided,
however, that if the managing underwriter
advises the Company that the inclusion of some or all Registrable Shares requested to be included
in such registration would interfere with the successful marketing (including pricing) of the
Primary Shares or Other Shares proposed to be registered by the Company, then the number of Primary
Shares and Registrable Shares and Other Shares proposed to be included in such registration shall
be included in the following order:




          (i) first, the Primary Shares;




          (ii) second, the Series B Registrable Shares (or, if necessary, such Series B Registrable
Shares will be cutback pro rata among the holders thereof based upon the number of Series B
Registrable Shares requested to be registered by each such holder (or Series B Registrable Shares
issued in respect thereof));




          (iii) third, the Non-Series B Registrable Shares (or, if necessary, such Non-Series B
Registrable Shares will be cutback pro rata among the holders thereof based upon the number of
Non-Series B Registrable Shares requested to be registered by each such holder (or Non-Series B
Registrable Shares issued in respect thereof), provided,
however, that in no event will Registrable
Shares be cut back pursuant to this clause (iii) or clause (ii) above to the point






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that Registrable Shares in aggregate constitute less than thirty five percent (35%) of the
total number of shares registered in any registration under this Section 3); and




          (iv) fourth, the Other Shares requested to be included in such registration (or, if necessary,
such Other Shares pro rata among the holders thereof based upon the number of Other Shares
requested to be registered by each such holder);



provided,
however, that no Registrable Shares or Other Shares shall be required to be included in
any registration pursuant to this Section 3 in connection with the Company’s initial public
offering if the Company and the underwriters determine, in their sole discretion, not to include
any shares other than Primary Shares.




     Section 4. Registrations on Form S-3.



          Anything contained in Section 2 to the contrary notwithstanding, at such time as the
Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any
successor form thereto, holders of the Registrable Shares then outstanding shall have the right to
request in writing an unlimited number of registrations of Registrable Shares on Form S-3 or such
successor form, which request or requests shall (i) specify the number of Registrable Shares
intended to be sold or disposed of and the holders thereof, (ii) state the intended method of
disposition of such Registrable Shares and (iii) relate to Registrable Shares having an aggregate
offering price of at least $2,000,000. A requested registration on Form S-3 or any such successor
form in compliance with this Section 4 shall not count as a registration statement
initiated pursuant to Section 2, but shall otherwise be treated as a registration initiated
pursuant to, and shall, except as otherwise expressly provided in this Section 4, be
subject to Section 2; provided, however, that the Company shall not be obligated to (a)
effect more than two registrations pursuant to this Section 3 in any twelve (12) month
period or (b) keep effective at any one time more than one registration statement on Form S-3 with
respect to Registrable Shares requested to be registered in accordance with this Section 4,
and if the Company is requested to effect the registration of Registrable Shares on Form S-3 at a
time when it is keeping such a registration statement effective, it may delay effecting such
requested registration until it is no longer required in accordance with Section 6(a)
hereof to keep effective the then effective registration statement on Form S-3.




     Section 5. Market “Stand-Off” Agreement.



          (a) Solely in connection with an IPO (including an IPO pursuant to Section 2 hereof),
if so requested by the underwriters, the Investors shall not sell publicly, make any short sale of,
grant any option for the purchase of, or otherwise dispose publicly of, any capital stock of the
Company (other than those shares of Common Stock included in such registration pursuant to
Section 2, hereof) without the prior written consent of the Company, for a period
designated by the Company in writing to the Investors, which period shall begin upon the
effectiveness of the registration statement pursuant to which such IPO shall be made and shall not
last more than one hundred and eighty (180) days (or such other period, not to exceed two hundred
and ten (210) days, as may be requested by the Company or an underwriter to accommodate regulatory
restrictions on (i) the publication or other distribution of research reports or (ii) analyst
recommendations and opinions, including but not limited to the restrictions






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contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f) or any successor provisions or
amendments thereto) after the effective date of such registration statement. The Company shall
obtain the agreement of any person permitted to sell shares of stock in a registration to be bound
by and to comply with this Section 5 as if such person was an Investor hereunder. In the
event (a) the Company fails to attain an agreement from all of the Company’s directors and officers
to be bound by and to comply with this Section 5 as if such person were an Investor
hereunder or (b) the Company fails to attain such agreement from all holders of more than one
percent (1%) of the Company’s outstanding capital stock, on a fully-diluted basis, the restrictions
set forth in this Section 5 shall cease to apply to the Investors. The foregoing
provisions of this Section 5 shall not apply to distributions or other transfers to
Affiliates, partners, members, stockholders or other equity holders of an Investor,
provided, that the recipient agrees to be similarly bound by this Section
5. Any discretionary waiver or termination of the restrictions of any or all of such
agreements by the Company or the underwriters shall apply pro rata to all parties subject to such
agreements, based on the number of shares subject to such agreements.




     Section 6. Preparation and Filing.



          If and whenever the Company is under an obligation pursuant to the provisions of this
Agreement to effect the registration of any Registrable Shares, the Company shall, as expeditiously
as practicable:




          (a) use its best efforts to cause a registration statement that registers such Registrable
Shares to become and remain effective for a period of ninety (90) days or until all of such
Registrable Shares have been disposed of (if earlier);




          (b) furnish, at least ten (10) business days before filing a registration statement that
registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements
relating to such a registration statement or prospectus, to one counsel selected by the Investors
whose reasonable fees and expenses (subject to the cap set forth in Section 7) shall be
borne by the Company (the “Investors Counsel”), copies of all such documents proposed to be filed
(it being understood that such ten (10) business-day period need not apply to successive drafts of
the same document proposed to be filed so long as such successive drafts are supplied to the
Investors Counsel in advance of the proposed filing by a period of time that is customary and
reasonable under the circumstances);




          (c) prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for at least a period of ninety (90) days or until all of such
Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of such Registrable Shares;




          (d) notify in writing the Investors Counsel (i) of the receipt by the Company of any
notification with respect to any comments by the Commission with respect to such registration
statement or prospectus or any amendment or supplement thereto or any request by the Commission for
the amending or supplementing thereof or for additional information with respect thereto, (ii) of
the receipt by the Company of any notification with respect to the issuance






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by the Commission of any stop order suspending the effectiveness of such registration
statement or prospectus or any amendment or supplement thereto or the initiation or threatening of
any proceeding for that purpose and (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of such Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purposes;




          (e) use its best efforts to register or qualify such Registrable Shares under such other
securities or blue sky laws of such jurisdictions as the Investors reasonably requests and do any
and all other acts and things which may be reasonably necessary or advisable to enable the
Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by
the Investors; provided, however, that the Company will not be required to qualify generally to do
business, subject itself to general taxation or consent to general service of process in any
jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to
provide any material undertaking or make any changes in its Bylaws or Certificate of Incorporation
which the Board determines to be contrary to the best interests of the Company or to modify any of
its contractual relationships then existing;




          (f) furnish to the Investors holding such Registrable Shares such number of copies of a
summary prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the Investors may
reasonably request in order to facilitate the public sale or other disposition of such Registrable
Shares;




          (g) without limiting subsection (e) above, use its best efforts to cause such Registrable
Shares to be registered with or approved by such other governmental agencies or authorities as may
be necessary by virtue of the business and operations of the Company to enable the Holders holding
such Registrable Shares to consummate the disposition of such Registrable Shares;




          (h) notify the Holders holding such Registrable Shares on a timely basis at any time when a
prospectus relating to such Registrable Shares is required to be delivered under the Securities Act
within the appropriate period mentioned in subparagraph (a) of this Section 6, of the
happening 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 in
light of the circumstances then existing and, at the request of the Investors, prepare and furnish
to the Investors 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 offerees of such shares,
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 in light of the circumstances then existing;




          (i) subject to the execution of confidentiality agreements in form and substance satisfactory
to the Company, make available upon reasonable notice and during normal business hours, for
inspection by any Investor holding such Registrable Shares, any underwriter participating in any
disposition pursuant to such registration statement and any attorney, accountant or other agent
retained by the Investor or underwriter (collectively, the






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“Inspectors”), all pertinent financial and other records, pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information (together with the Records, the “Information”) reasonably
requested by any such Inspector in connection with such registration statement. Any of the
Information which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i)
the disclosure of such Information is necessary to avoid or correct a misstatement or omission in
the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction or (iii) such Information has been made
generally available to the public; the Investors agree that they will, upon learning that
disclosure of such Information is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent
disclosure of the Information deemed confidential;




          (j) in the event of an underwritten offering pursuant to this Agreement, use its best efforts
to obtain from its independent certified public accountants “comfort” letters in customary form and
at customary times and covering matters of the type customarily covered by comfort letters at the
request of the lead underwriter;




          (k) in the event of an underwritten offering pursuant to this Agreement, use its best efforts
to obtain from its counsel an opinion or opinions in customary form at the request of the lead
underwriter;




          (l) provide a transfer agent and registrar (which may be the same entity and which may be the
Company) for such Registrable Shares;




          (m) issue certificates evidencing such Registrable Shares to any underwriter (at the request
of such underwriter) to which the Investors holding such Registrable Shares may sell shares in such
offering;




          (n) list such Registrable Shares on any national securities exchange on which any shares of
the Common Stock are listed or, if the Common Stock is not listed on a national securities
exchange, use its best efforts (or in the case of a registration under Section 3 hereof,
reasonable best efforts) to qualify such Registrable Shares for inclusion on such national
securities exchange as the holders of a majority of such Registrable Shares shall reasonably
request;




          (o) otherwise use its best efforts to comply with all applicable rules and regulations of the
Commission and make available to its securityholders, as soon as reasonably practicable, earnings
statements (which need not be audited) covering a period of twelve (12) months beginning within
three (3) months after the effective date of the registration statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the Securities Act;




          (p) subject to all the other provisions of this Agreement, use its best efforts to take all
other steps necessary to effect the registration of such Registrable Shares contemplated hereby;
and







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          (q) in the event of any underwritten public offering, cooperate with the selling Holders, the
underwriters participating in the offering and their counsel in any due diligence investigation
reasonably requested by the selling Holders or the underwriters in connection therewith, and
participate, to the extent reasonably requested by the managing underwriter for the offering or the
selling Holder, in efforts to sell the Registrable Securities under the offering (including,
without limitation, participating in “roadshow” meetings with prospective investors) that would be
customary for underwritten primary offerings of a comparable amount of equity securities by the
Company.




          Each holder of the Registrable Shares, upon receipt of any notice from the Company of any
event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition
of the Registrable Shares pursuant to the registration statement covering such Registrable Shares
until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 6(h) hereof, and, if so directed by the Company, such holder shall deliver to the
Company all copies, other than permanent file copies then in such holder’s possession, of the
prospectus covering such Registrable Shares at the time of receipt of such notice.




     Section 7. Expenses.



          All expenses (other than stock transfer taxes and underwriting discounts and commissions
relating to the Registrable Shares, as provided below) incurred by the Company in complying with
Section 6, including, without limitation, all registration and filing fees (including all expenses
incident to filing with the FINRA), fees and expenses of complying with securities and blue sky
laws, printing expenses, fees and expenses of the Company’s counsel and accountants and reasonable
fees and expenses of the Investors Counsel shall be paid by the Company (which fees and expenses of
Investors Counsel shall not exceed one hundred thousand dollars ($100,000) with respect to a
registration under Section 3 hereof); provided, however, that all underwriting discounts
and selling commissions applicable to Primary Shares shall be borne by the Company; and
provided, further, that all underwriting discounts and selling commissions applicable to
Registrable Shares and Other Shares shall be borne by the holders selling such Registrable Shares
and Other Shares, in proportion to the number of Registrable Shares and Other Shares, if any, sold
thereby; and provided, further, that the Company shall not be obligated to pay fees or expenses of
the Investors Counsel in connection with any registration requested by the Investors and later
terminated, withdrawn or suspended at the request of the Investors (other than as a result of any
material adverse change or event involving the Company).




     Section 8. Indemnification.



          (a) In connection with any registration of any Registrable Shares under the Securities Act
pursuant to this Agreement, the Company shall indemnify and hold harmless the holders of
Registrable Shares, each underwriter, broker or any other person acting on behalf of the holders of
Registrable Shares and each other person, if any, who controls any of the foregoing persons within
the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or
several (or actions in respect thereof), to which any of the foregoing persons may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue






-11-









 







statement or allegedly untrue statement of a material fact contained in the registration
statement under which such Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein or otherwise filed with the
Commission, any amendment or supplement thereto or any document incident to registration or
qualification of any Registrable Shares, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or, with respect to any prospectus, necessary to make the
statements therein in light of the circumstances under which they were made not misleading, or
arise out of or are based on any violation by the Company of the Securities Act or state securities
or blue sky laws applicable to the Company and relating to action or inaction required of the
Company in connection with such registration or qualification under such state securities or blue
sky laws; and shall reimburse the holders of Registrable Shares, such underwriter, such broker or
such other person acting on behalf of the holders of Registrable Shares and each such controlling
person for any legal or other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action (including any legal or other expenses incurred) arises out of or is
based upon an untrue statement or allegedly untrue statement or omission or alleged omission made
in said registration statement, preliminary prospectus, final prospectus, amendment, supplement or
document incident to registration or qualification of any Registrable Shares in reliance upon and
in conformity with written information furnished to the Company by the holders of Registrable
Shares or their counsel or underwriter specifically for use in the preparation thereof.




          (b) In connection with any registration of Registrable Shares under the Securities Act
pursuant to this Agreement, each holder of Registrable Shares shall severally, and not jointly,
indemnify and hold harmless (in the same manner and to the same extent as set forth in the
preceding paragraph of this Section 8) the Company, each director of the Company, each
officer of the Company who shall sign such registration statement, each underwriter, broker or
other person acting on behalf of the holders of Registrable Shares and each person who controls any
of the foregoing persons within the meaning of the Securities Act with respect to any statement or
omission from such registration statement, any preliminary prospectus or final prospectus contained
therein or otherwise filed with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, if such statement or omission
was made in reliance upon and in conformity with written information furnished to the Company or
such underwriter by such holder of Registrable Shares specifically for use in connection with the
preparation of such registration statement, preliminary prospectus, final prospectus, amendment,
supplement or document; provided, however, that the maximum amount of liability in respect of such
indemnification shall be limited, in the case of each seller of Registrable Shares, to an amount
equal to the net proceeds actually received by such Seller from the sale of Registrable Shares
effected pursuant to such registration.




          (c) Promptly after receipt by an indemnified party of notice of the commencement of any action
involving a claim referred to in the preceding paragraphs of this Section 8, such
indemnified party will, if a claim in respect thereof is made against an indemnifying party, give
written notice to the latter of the commencement of such action. The failure of any indemnified
party to notify an indemnifying party of any such action shall not






-12-









 







(unless such failure shall have a material adverse effect on the indemnifying party) relieve
the indemnifying party from any liability in respect of such action that it may have to such
indemnified party on account of this Section 8. In case any such action is brought against
an indemnified party, the indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified to the extent that it
may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be responsible for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof; provided, however, that if any
indemnified party shall have reasonably concluded that there may be one or more legal or equitable
defenses available to such indemnified party which are additional to or conflict with those
available to the indemnifying party, or that such claim or litigation involves or could have an
effect upon matters beyond the scope of the indemnity agreement provided in this Section 8,
the indemnifying party shall not have the right to assume the defense of such action on behalf of
such indemnified party (but shall have the right to participate therein with counsel of its choice)
and such indemnifying party shall reimburse such indemnified party and any person controlling such
indemnified party for that portion of the fees and expenses of any counsel retained by the
indemnified party which is reasonably related to the matters covered by the indemnity agreement
provided in this Section 8. If the indemnifying party is not entitled to, or elects not
to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more
than one counsel with respect to such claim.




          (d) If the indemnification provided for in this Section 8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim,
damage, liability or action referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by
such indemnified party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements or omissions which
resulted in such loss, claim, damage, liability or action as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution pursuant hereto were
determined by pro rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to herein. No person guilty of fraudulent
misrepresentation shall be entitled to contribution from any person.




          (e) The obligations of the Company and Holders under this Section 8 shall survive completion
of any offering of Registrable Shares in a registration statement and the termination of this
Agreement. No indemnifying party, in the defense of any such claim or litigation, shall, except
with the consent of each indemnified party, 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.







-13-









 








     Section 9. Underwriting Agreement.



          Notwithstanding the provisions of Sections 5, 6, 7 and 8, to the extent that
the Company and the Investors shall enter into an underwriting or similar agreement, which
agreement contains provisions covering one or more issues addressed in such Sections, the
provisions contained in such agreement addressing such issue or issues shall control. Each Holder
further agrees to execute such customary lock-up agreements as may be reasonably requested by the
underwriters in connection with an underwritten offering.




     Section 10. Information by Holders.



          Each Investor shall furnish to the Company such written information regarding such Investor
and the distribution proposed by such Investor as the Company may reasonably request in writing and
as shall be reasonably required in connection with any registration, qualification or compliance
referred to in this Agreement.




     Section 11. Exchange Act Compliance.



          With a view to making available to the Holders the benefits of certain rules and regulations
of the Commission which may permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:




          (a) make and keep public information available, as those terms are understood and defined in
Commission Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all
times after the effective date of the IPO;




          (b) take such action, including the voluntary registration of its Common Stock under Section
12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of
their Registrable Securities, such action to be taken as soon as practicable after the end of the
fiscal year in which the first registration statement filed by the Company for the offering of its
securities to the general public is declared effective;




          (c) file with the Commission, in a timely manner, all reports and other documents required of
the Company under the Exchange Act; and




          (d) furnish to such Holder forthwith upon request: (i) a written statement by the Company as
to its compliance with the reporting requirements of said Rule 144 (at any time after ninety (90)
days after the effective date of the first registration statement filed by the Company), of the
Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting
requirements); (ii) a copy of the most recent annual or quarterly report of the Company and such
other forms and reports filed by the Company with the Commission; and (iii) such other reports and
documents as a Holder may reasonably request in availing itself of any rule or regulation of the
Commission allowing it to sell any such securities without registration.







-14-









 








     Section 12. No Conflict of Rights.



          Without the consent of the holders of at least a majority of the Registrable Shares then
outstanding which are issued or issuable upon conversion of Preferred Stock, the Company shall not,
after the date hereof, grant any registration rights that are not subordinate to or that conflict
with or impair the registration rights granted hereby.




     Section 13. Termination.



          This Agreement shall terminate and be of no further force or effect (except as to such
provisions which expressly survive the termination of the Agreement) upon the earlier of (a) the
seventh (7th) anniversary of the Company’s first QPO or (b) as to each Holder the date upon which
such Holder ceases to hold Registrable Shares.




     Section 14. Successors and Assigns.



          This Agreement shall bind and inure to the benefit of the Company, the Investors and, subject
to Section 15, the respective successors and assigns of the Company and the Investors.




     Section 15. Assignment.



          An Investor may assign its rights hereunder to an Affiliate of such Investor, or to any other
purchaser or transferee of at least 333,333 (or, if less, all) of such Investor’s Registrable
Shares (as adjusted for stock splits, dividends, recapitalization and the like); provided, however,
that (i) such purchaser or transferee shall, as a condition to the effectiveness of such
assignment, be required to execute a counterpart to this Agreement agreeing to be treated as an
“Investor” whereupon such purchaser or transferee shall have the benefits of, (ii) such purchaser
or transferee shall be subject to the restrictions contained in, this Agreement as if such
purchaser or transferee was originally included in the definition of Investors herein and had
originally been a party hereto, and (iii) such assignment must be made in compliance with Article
II of the Settlement Agreement and First Amendment to Cross License Agreement dated as of September
21, 2007 by and between Cabot Corporation and the Company.




     Section 16. Entire Agreement.



          This Agreement, and the other writings referred to herein or therein or delivered pursuant
hereto or thereto, contains the entire agreement between the Investors and the Company with respect
to the subject matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.




     Section 17. Notices.



          All notices, requests, consents and other communications hereunder to any party shall be
deemed to be sufficient if contained in a written instrument delivered in person or sent by
telecopy, nationally-recognized overnight courier or first class registered or certified mail,
return receipt requested, postage prepaid, addressed to such party at the address set forth below
or such other address as may hereafter be designated in writing by such party to the other parties:







-15-









 









	 	(i)	 	If to the Company:
	 
	 	 	 	•     Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, Massachusetts 01532

Telephone: (508) 691-1111

Facsimile: (508) 691-1200

Attention: Chief Financial Officer
	 
	 	 	 	•     with a copy to:
	 
	 	 	 	Edwards Angell Palmer & Dodge, LLP

111 Huntington Avenue

Boston, MA 02199

Telephone: (617) 951-2207

Facsimile: (888) 325-9513

Attention: Christopher W. Nelson, Esq.

	 
	 	(ii)	 	If to any Investor:
	 
	 	 	 	•     To their address set forth on Schedule A hereto.





          All such notices, requests, consents and other communications shall be deemed to have been
delivered (a) in the case of personal delivery or delivery by telecopy, on the date of such
delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next
business day following such dispatch and (c) in the case of mailing, on the third business day
after the posting thereof.




     Section 18. Modifications; Amendments; Waivers.


The terms and provisions of this Agreement may not be modified or amended, nor may any provision be
waived, except pursuant to a writing signed by the Company and the holders of at least a majority
of the Registrable Shares then outstanding which are issued or issuable upon conversion of the
Preferred Stock, provided, however, that at any time when shares of Series B Preferred Stock are
outstanding, no amendment or waiver of Section 2(b)(iii) or Section 3 hereof, which
would change the priority of the Series B Registrable Shares relative to the Non-Series B
Registrable Shares with respect to cut-backs, may be made without the written consent of the
holders of two-thirds of the then outstanding shares of the Series B Preferred Stock.




     Section 19. Counterparts; Facsimile Signatures.



          This Agreement may be executed in any number of counterparts, including by an omnibus
signature page that also constitutes the signature page to other agreements, each of which shall be
deemed to be an original instrument and all which together shall constitute one and the same
agreement. This Agreement may be executed by facsimile or by electronic or PDF file.







-16-









 








     Section 20. Headings.



          The headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.




     Section 21. Aggregation of Stock.



          All shares of Registrable Shares held or acquired by Affiliates shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement and such
Affiliated persons may apportion such rights as among themselves in any manner they deem
appropriate.




     Section 22. Additional Investors.



          Notwithstanding anything to the contrary contained herein, if the Company issues additional
shares of Series B Preferred Stock after the date hereof, pursuant to the Purchase Agreement any
purchaser of such shares of Series B Preferred Stock may become a party to this Agreement by
executing and delivering an additional counterpart signature page to this Agreement, and thereafter
shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors
shall be required for such joinder to this Agreement by such additional Investor, so long as such
additional Investor has agreed in writing to be bound by all of the obligations as an “Investor”
hereunder.




     Section 23. Governing Law.



          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN.




[THIS SPACE INTENTIONALLY LEFT BLANK]








-17-









 








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



	 	 	 	 	 	 	 

	 	 	ASPEN AEROGELS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
Name.
	 	/s/ John F. Fairbanks
 

John F. Fairbanks
	 	 
	 

	 	Title:
	 	Vice President Finance	 	 
	 

	 	 	 	and Chief Financial Officer	 	 






 









 






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



	 	 	 	 	 	 	 

	 	 	ARGONAUT VENTURES I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Argonaut Private Equity, LLC	 	 
	 

	 	Its:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Steve R. Mitchell
 

Steve R. Mitchell
	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 






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



	 	 	 	 	 	 	 	 	 

	 	 	BASF VENTURE CAPITAL GMBH	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dirk Nachtigal
	 	/s/ Josef R. Wünsch	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Dirk Nachtigal
	 	Josef R. Wünsch	 	 
	 

	 	 	 	Managing Director
	 	Managing Director	 	 






 









 






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



	 	 	 	 	 	 	 

	 	 	CONTRA COSTA CAPITAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Barbara M. Morris
 

Barbara M. Morris
	 	 
	 

	 	Title:
	 	President	 	 






 









 






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



	 	 	 	 	 	 	 

	 	 	RESERVOIR CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RCP GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig A. Huff
 

Craig A. Huff
	 	 
	 

	 	Title:
	 	Co-Chief Executive Officer	 	 






	 	 	 	 	 	 	 

	 	 	RESERVOIR CAPITAL MASTER FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Reservoir Capital Group, L.L.C.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig A. Huff
 

Craig A. Huff
	 	 
	 

	 	Title:
	 	Co-Chief Executive Officer	 	 






 









 






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



	 	 	 	 	 	 	 

	 	 	ROCKPORT CAPITAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort Capital II, L.L.C.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stoddard Wilson
 

Stoddard Wilson
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort Capital, L.L.C.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stoddard Wilson
 

Stoddard Wilson
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	RP CO-INVESTMENT FUND I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RP Co-Investments Fund I, GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stoddard Wilson
 

Stoddard Wilson
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT SII, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort SGII, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stoddard Wilson
 

Stoddard Wilson
	 	 
	 

	 	Title:
	 	Managing Member	 	 






 









 






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



	 	 	 	 	 	 	 

	 	 	TENAYA CAPITAL IV-C, LP	 	 
	 	 	(f/k/a Lehman Brothers Venture Partners 2003-C, L.P.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James D. Hinson
 

James D. Hinson
	 	 
	 

	 	Title:
	 	COO	 	 
	 
	 	 	 	 	 	 
	 	 	TENAYA CAPITAL IV-P, LP	 	 
	 	 	(f/k/a Lehman Brothers Venture Partners 2003-P, L.P.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James D. Hinson
 

James D. Hinson
	 	 
	 

	 	Title:
	 	COO	 	 
	 
	 	 	 	 	 	 
	 	 	TENAYA CAPITAL IV, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV Annex GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James D. Hinson
 

James D. Hinson
	 	 
	 

	 	Title:
	 	COO	 	 






 









 






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



	 	 	 	 	 	 	 

	 	 	ARCAPITA VENTURES I LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Huntz
 

John Huntz
	 	 
	 

	 	Title:
	 	Executive Director	 	 






 









 






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



	 	 	 	 	 
	 	 	 
	 	     /s/ Linnea J. Geiss
 	 
	 	Linnea J. Geiss 	 
	 	 	 



 









 





ASPEN AEROGELS, INC.




AMENDMENT NO. 1 TO



FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT



     This Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement (this
“Amendment”) is entered into as of December 29, 2010, by and among Aspen Aerogels, Inc., a
Delaware corporation (the “Company”) and the Investors set forth on the signature pages
hereto, constituting the holders of at least a majority of the Registrable Shares currently
outstanding which are issued or issuable upon conversion of the Preferred Stock (the “Requisite
Holders”). Capitalized terms used herein but not defined shall have the meanings ascribed to
them in the Fifth Amended and Restated Registration Rights Agreement of the Company, entered into
as of September 22, 2010 (the “Original Agreement”).



     WHEREAS, the Company and the Requisite Holders wish to amend the Original Agreement, in
accordance with Section 18 thereof.



     NOW, THEREFORE, for valid and adequate consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. The definition of “Registrable Shares” in Section 1 of the Original Agreement is deleted in
its entirety and the following language is substituted in lieu thereof:



     “Registrable Shares” means (i) the Common Stock issuable or issued upon the voluntary
conversion on August 14, 2009 of the Company’s formerly outstanding Series A-1, A-2, A-3, B-1, B-2
and B-3 Preferred Stock; (ii) the Common Stock issuable or issued upon conversion of the Preferred
Stock, (iii) any True-Up Shares, (iv) any Warrant Stock and (v) any other shares of Common Stock
issued as a dividend or other distribution with respect to, or in exchange for or replacement of,
any of the shares of Common Stock referred to in clauses (i), (ii), (iii) or (iv). As to any
particular Registrable Shares, once issued, such Registrable Shares shall cease to be Registrable
Shares when (i) they have been registered under the Securities Act, the registration statement in
connection therewith has been declared effective and they have been disposed of pursuant to such
effective registration statement, or (ii) such Registrable Shares are held by an Investor (together
with its affiliates) if (A) as reflected on the Company’s books and records, such Investor
(together with its affiliates) holds less than 1% of the Company’s outstanding Common Stock (on an
as-if-converted to Common Stock basis), (B) the Company has completed a QPO and (C) all shares of
Common Stock issued or issuable upon conversion of such Registrable Shares held by and issuable to
such Investor (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day
period.



     2. The Original Agreement shall be amended by adding two new definitions to Section 1 thereof
as follows:



     “Warrants” means those certain warrants to initially subscribe for and purchase an aggregate
of 1,496,107 shares of Common Stock issued by the Company to certain purchasers



 









 




pursuant to a Subordinated Note and Warrant Purchase Agreement dated as of December __, 2010
by and among the Company, Aspen Aerogels Rhode Island, LLC and the “Purchasers” named therein,
together with any warrants issued upon the transfer or division of, or in exchange or substitution
for any such Warrants.




     “Warrant Stock” means all shares of Common Stock which may be issued upon the exercise of the
rights represented by the Warrants.



     3. The Original Agreement shall be amended by adding the initial holders of the Warrants as
parties to the Original Agreement upon each such holder’s execution and delivery to the Company of
a Joinder Agreement in the form attached hereto as Exhibit A. Thereafter such persons shall
be deemed an “Investor” for all purposes under the Original Agreement, as amended hereby.



     4. This Amendment contains the entire agreement among the parties hereto with respect to the
subject matter hereof.



     5. This Amendment may be executed in any number of counterparts, each of which shall be deemed
to be an original instrument and all which together shall constitute one and the same agreement.
This Amendment may be executed by facsimile or by electronic or PDF file.



[THIS SPACE INTENTIONALLY LEFT BLANK]









-2-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Fifth Amended and
Restated Registration Rights Agreement as of the date first written above.



	 	 	 	 	 	 	 

	 	 	ASPEN AEROGELS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Fairbanks	 	 
	 

	 	Name:
	 	 

John F. Fairbanks
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 





[Signature Page to Aspen Aerogels Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement]









 









 








	 	 	 	 	 	 	 

	 	 	RESERVOIR CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RCP GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Huff	 	 
	 

	 	Name:
	 	 

Craig Huff
	 	 
	 

	 	Title:
	 	Co-Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	RESERVOIR CAPITAL MASTER FUND, LP,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Reservoir Capital Group, L.L.C.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Huff	 	 
	 

	 	Name:
	 	 

Craig Huff
	 	 
	 

	 	Title:
	 	Co-Chief Executive Officer	 	 





[Signature Page to Aspen Aerogels Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement]








 









 








	 	 	 	 	 	 	 

	 	 	ROCKPORT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort Capital, L.L.C.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend	 	 
	 

	 	Name.
	 	 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT CAPITAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort Capital II, L.L.C.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend	 	 
	 

	 	Name:
	 	 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	RP CO-INVESTMENT FUND I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RP Co-Investments Fund I, GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend	 	 
	 

	 	Name:
	 	 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 





[Signature Page to Aspen Aerogels Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement]









 









 








	 	 	 	 	 	 	 

	 	 	ARCAPITA VENTURES I LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Huntz	 	 
	 

	 	Name:
	 	 

John Huntz
	 	 
	 

	 	Title:
	 	Executive Director	 	 





[Signature Page to Aspen Aerogels Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement]








 









 








	 	 	 	 	 	 	 

	 	 	ARGONAUT VENTURES I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Argonaut Private Equity, LLC	 	 
	 

	 	Its:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve R. Mitchell	 	 
	 

	 	Name:
	 	 

Steve R. Mitchell
	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature Page to Aspen Aerogels Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement]







 









 








	 	 	 	 	 	 	 

	TENAYA CAPITAL IV-C, LP (f/k/a Lehman
Brothers Venture Partners 2003-C, L.P.)	 	TENAYA CAPITAL IV-P, LP (f/k/a Lehman Brothers Venture
Partners 2003-P, L.P.)
	 
	 	 	 	 	 	 
	By:

	 	Tenaya Capital IV GP, LP
	 	By:
	 	Tenaya Capital IV GP, LP
	Its:

	 	General Partner
	 	Its:
	 	General Partner
	 
	 	 	 	 	 	 
	By:

	 	Tenaya Capital IV GP, LLC
	 	By:
	 	Tenaya Capital IV GP, LLC
	Its:

	 	General Partner
	 	Its:
	 	General Partner
	 
	 	 	 	 	 	 
	By:

	 	/s/ James D. Hinson
	 	By:
	 	/s/ James D. Hinson
	 

	 	 
	 	 	 	 
	Name:

	 	James D. Hinson
	 	Name:
	 	James D. Hinson
	Title:

	 	COO
	 	Title:
	 	COO
	 
	 	 	 	 	 	 
	TENAYA CAPITAL IV, LP	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Tenaya Capital IV Annex GP, LLC	 	 	 	 
	Its:

	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ James D. Hinson	 	 	 	 
	Name:

	 	 

James D. Hinson
	 	 	 	 
	Title:

	 	COO	 	 	 	 
	 
	 	 	 	 	 	 
	LEHMAN BROTHERS OFFSHORE PARTNERSHIP
ACCOUNT 2000/2001, L.P.	 	LEHMAN BROTHERS VENTURE CAPITAL PARTNERS II, L.P.
	 
	 	 	 	 	 	 
	By: 	 	Lehman Brothers Offshore Partnership
GP 2000/2001, L.P.	 	By:	 	Lehman Brothers Venture Associates II, LLC
	Its:

	 	General Partner
	 	Its:
	 	General Partner
	 
	 	 	 	 	 	 
	By:

	 	Lehman Brothers Offshore Partners Ltd.
	 	By:	 	 
	 

	 	 	 	 	 	 
	Its:

	 	General Partner
	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	Name:

	 	 

	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LEHMAN BROTHERS P.A., LLC	 	LEHMAN BROTHERS PARTNERSHIP ACCOUNT 2000/2001, L.P.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	Lehman Brothers Partnership GP 2000/2001, L.P.
	 

	 	 	 	 	 	 
	Name:

	 	 	 	Its:
	 	General Partner
	Title:
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	LBI Group Inc.
	 

	 	 	 	Its:
	 	General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 





[Signature Page to Aspen Aerogels Amendment No. 1 to Fifth Amended and Restated Registration Rights Agreement]








 









 








Exhibit A




JOINDER TO FIFTH AMENDED AND RESTATED



REGISTRATION RIGHTS AGREEMENT



As of December __, 2010


The undersigned, [insert name of initial Warrant holder], having a principal business address of
__________________________, hereby joins in the execution of that certain Fifth Amended and
Restated Registration Rights Agreement of Aspen Aerogels, Inc., a Delaware corporation (the
“Company”), dated September 22, 2010, by and among the Company and the Investors set forth
on Schedule A thereto (as amended, the “Registration Rights Agreement”).



By executing this Joinder, the undersigned hereby:





	1.	 	Agrees and acknowledges that the undersigned is an Investor, as such term is defined and used
in the Registration Rights Agreement, a copy of which has been furnished to the undersigned,
with the same force and effect as if originally named therein as an Investor and that each
reference to an Investor in the Registration Rights Agreement shall be deemed to include the
undersigned; and
	 
	2.	 	Agrees to be bound by, and agrees that the undersigned is bound by, all of the terms and
provisions of the Registration Rights Agreement for all purposes.




[Insert name of initial Warrant holder]




By:                                                             

Name:




Title:



ACKNOWLEDGED AND ACCEPTED:



ASPEN AEROGELS, INC.




By:                                                             

Name:




Title:




 









 





ASPEN AEROGELS, INC.




AMENDMENT NO. 2 TO

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT



     This Amendment No. 2 to Fifth Amended and Restated Registration Rights Agreement (this
“Amendment”) is entered into as of June 1, 2011, by and among Aspen Aerogels, Inc., a
Delaware corporation (the “Company”), and the Investors set forth on the signature pages
hereto, constituting the holders of at least a majority of the Registrable Shares currently
outstanding which are issued or issuable upon conversion of the Preferred Stock (the “Requisite
Holders”). Capitalized terms used herein but not defined shall have the meanings ascribed to
them in the Fifth Amended and Restated Registration Rights Agreement of the Company, as amended by
Amendment No. 1 dated December 29, 2010 (the “Original Agreement”).



     WHEREAS, the Company and the Requisite Holders wish to amend the Original Agreement in
accordance with Section 18 thereof.



     NOW, THEREFORE, for valid and adequate consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. The definition of “Registrable Shares” in Section 1 of the Original Agreement is deleted in
its entirety and the following language is substituted in lieu thereof:



     “Registrable Shares” means (i) the Common Stock issuable or issued upon the voluntary
conversion on August 14, 2009 of the Company’s formerly outstanding Series A-1, A-2, A-3, B1, B-2
and B-3 Preferred Stock; (ii) the Common Stock issuable or issued upon conversion of the Preferred
Stock, (iii) any True-Up Shares, (iv) any Note Shares, (v) any Warrant Stock, (vi) solely with
respect to the rights granted in Sections 3 and 4, the 2005 Warrant Stock, and
(vii) any other shares of Common Stock issued as a dividend or other distribution with respect to,
or in exchange for or replacement of any of the shares of Common Stock referred to in clauses (i),
(ii), (iii), (iv), (v) or (vi). As to any particular Registrable Shares, once issued, such
Registrable Shares shall cease to be Registrable Shares when (i) they have been registered under
the Securities Act, the registration statement in connection therewith has been declared effective
and they have been disposed of pursuant to such effective registration statement, or (ii) such
Registrable Shares are held by an Investor (together with its affiliates) if (A) as reflected on
the Company’s books and records, such Investor (together with its affiliates) holds less than 1% of
the Company’s outstanding Common Stock (on an as-if-converted to Common Stock basis), (B) the
Company has completed a QPO and (C) all shares of Common Stock issued or issuable upon conversion
of such Registrable Shares held by and issuable to such Investor (and its affiliates) may be sold
without limitation pursuant to Rule 144 during any ninety (90) day period.



     2. The Original Agreement shall be amended by adding four new definitions to Section 1 thereof
as follows:



     “2005 Warrants” means those warrants to purchase Common Stock listed on Annex A
hereto.”



 









 





     “2005 Warrant Stock” means all shares of Common Stock which may be issued upon exercise of the
rights represented by the 2005 Warrants.”



     “Notes” means those certain convertible promissory notes convertible into shares of Common
Stock issued by the Company to certain purchasers pursuant that certain Note Purchase Agreement
dated as of June 1, 2011 by and among the Company and the “Purchasers” named therein, together with
any Notes issued upon the transfer or division of, or in exchange or substitution for any such
Notes.



     “Note Shares” means all shares of Common Stock which may be issued upon conversion of the
Notes pursuant to the terms thereof.



     3. Section 4 of the Original Agreement is amended by adding the following to the end thereof:



     “, except the Company shall not be permitted to so delay any then effective registration on
Form S-3 that is a “shelf” registration or a Rule 415 continuous offering.”



     4. Section 8(a) of the Original Agreement is amended by adding “or otherwise” after the
phrase “pursuant to this Agreement” in the first clause thereof.



     5. Section 18 of the Original Agreement is amended by adding the following proviso at the end
thereof:



     “provided, further, that at any time when any Warrants or Warrant Stock are
outstanding, no amendment or waiver of any term or provision of this Agreement that is
disproportionately adverse to the holders of the Warrants or Warrant Stock, as compared to the
holders of the Registrable Shares, may be made without the written consent of the holders of
two-thirds of the then outstanding Warrants and Warrant Stock; provided, further,
that at any time when any Notes or Note Shares are outstanding, no amendment or waiver of any term
or provision of this Agreement that is disproportionately adverse to the holders of the Notes or
Note Shares, as compared to the holders of the Registrable Shares, may be made without the written
consent of the holders of two-thirds of the then outstanding Notes and Note Shares.”



     6. The language in Section 15 of the Original Agreement is amended and restated in its
entirety as follows:



     “An Investor may assign its rights hereunder to an Affiliate of such Investor or to any other
purchaser or transferee of (a) at least 333,333 (or, if less, all) of such Investor’s Registrable
Shares (as adjusted for stock splits, dividends, recapitalizations and the like) or (b) at least
$1,000,000 principal amount of the Notes; provided, however, that (i) such
purchaser or transferee may not be a competitor of the Company; (ii) such purchaser or transferee
shall, as a condition to the effectiveness of such assignment, be required to execute a
counterpart to this Agreement agreeing to be treated as an “Investor” hereunder; (iii) such
purchaser or transferee shall be subject to the restrictions contained in this Agreement as if
such purchaser or transferee was originally included in the definition of Investors herein and had
originally been a party hereto; and (iv) such assignment must be made in compliance with Article
II of the Settlement Agreement and First Amendment to Cross License Agreement


 









 





dated as of
September 21, 2007 by and between Cabot Corporation and the Company.”



     7. The Original Agreement shall be amended by adding a new Annex A thereto in the form
attached hereto as Annex A.



     8. The Original Agreement shall be amended by adding, to the extent such holder is not
already a party to the Original Agreement, the initial holders of the Notes and the 2005 Warrants
as parties to the Original Agreement upon each such holder’s execution and delivery to the Company
of a Joinder Agreement in the form attached hereto as Exhibit A. Thereafter such persons
shall be deemed an “Investor” for all purposes under the Original Agreement, as amended hereby.



     9. This Amendment contains the entire agreement among the parties hereto with respect to the
subject matter hereof.



     10. This Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original instrument and all which together shall constitute one and the same
agreement. This Amendment may be executed by facsimile or by electronic or PDF file.



[THIS SPACE INTENTIONALLY LEFT BLANK]




 









 





     IN WITNESS ‘WHEREOF, the parties hereto have executed this Amendment No. 2 to Fifth Amended
and Restated Registration Rights Agreement as of the date first written above.



	 	 	 	 	 	 	 

	 	 	ASPEN AEROGELS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald R. Young
 

Donald R. Young
	 	 
	 

	 	Title:
	 	CEO	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	ARCAPITA VENTURES I LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Huntz	 	 
	 

	 	Name:
	 	 

John Huntz
	 	 
	 

	 	Title:
	 	Executive Director	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	ARGONAUT VENTURES I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Argonaut Private Equity, LLC, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Steve R. Mitchell
 

Steve R. Mitchell
	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	BASF VENTURE CAPITAL GMBH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dr. Josef R. Wuensch
 

Dr. Josef R. Wuensch
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	ppa /s/ Dr. Thomas Weber
 

Dr. Thomas Weber
	 	 
	 

	 	Title:	 	 	 	 






[Signature page to Registration Rights Agreement Amendment]





 









 








	 	 	 	 	 	 	 

	 	 	FIDELITY SELECT PORTFOLIOS: ENVIRONMENT AND

ALTERNATIVE ENERGY PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY PURITAN TRUST: FIDELITY PURITAN FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VARIABLE INSURANCE PRODUCTS FUND III: BALANCED

PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH
FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR DIVIDEND
GROWTH FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 






[Signature page to Registration Rights Agreement Amendment]








 









 








	 	 	 	 	 	 	 

	 	 	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC:
FIDELITY MATERIALS CENTRAL FUND
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VARIABLE INSURANCE PRODUCTS FUND IV: MATERIALS
PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY SELECT PORTFOLIOS: MATERIALS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Adrien Deberghes
 

Adrien Deberghes
	 	 
	 

	 	Title:
	 	Deputy Treasurer	 	 






[Signature page to Registration Rights Agreement Amendment]





 









 








	 	 	 	 	 	 	 

	 	 	LEHMAN BROTHERS OFFSHORE PARTNERSHIP ACCOUNT
2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Lehman Brothers Offshore Partners Ltd., its
General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ashvin Rao
 

Ashvin Rao
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS VENTURE CAPITAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Lehman Brothers Venture Associates II, LLC, its
General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ashvin Rao
 

Ashvin Rao
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS P.A., LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ashvin Rao
 

Ashvin Rao
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS PARTNERSHIP ACCOUNT 2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LBI Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ashvin Rao
 

Ashvin Rao
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






[Signature page to Registration Rights Agreement Amendment]






 









 








	 	 	 	 	 	 	 

	 	 	RESERVOIR CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RCP GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig A. Huff
 

Craig A. Huff
	 	 
	 

	 	Title:
	 	Co-Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	RESERVOIR CAPITAL MASTER FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Reservoir Capital Group, L.L.C., its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig A. Huff
 

Craig A. Huff
	 	 
	 

	 	Title:
	 	Co-Chief Executive Officer	 	 






[Signature page to Registration Rights Agreement Amendment]








 









 








	 	 	 	 	 	 	 

	 	 	ROCKPORT CAPITAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort Capital II, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David J. Prend
 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort Capital, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David J. Prend
 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	RP CO-INVESTMENT FUND I, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: RP Co-Investments Fund I, GP, LLC, its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David J. Prend
 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT SII, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RockPort SGII, LLC, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David J. Prend
 

David J. Prend
	 	 
	 

	 	Title:
	 	Managing Member	 	 






[Signature page to Registration Rights Agreement Amendment]





 









 








	 	 	 	 	 	 	 

	 	 	TENAYA CAPITAL IV-C, LP (f/k/a Lehman Brothers
Venture Partners 2003-C, L.P.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LP, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dave Markland
 

Dave Markland
	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	TENAYA CAPITAL IV-P, LP (f/k/a Lehman Brothers
Venture Partners 2003-P, L.P.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LP, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Tenaya Capital IV GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dave Markland
 

Dave Markland
	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	TENAYA CAPITAL IV, LP	 	 
	 
	 	 	 	 	 	 
	 	 	By: Tenaya Capital IV Annex GP, LLC, its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dave Markland
 

Dave Markland
	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 






[Signature page to Registration Rights Agreement Amendment]







 









 








Annex A




2005 Warrants



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Expiration	 	Number of
	Warrant Holder	 	Issue Date	 	Date	 	Shares
	Heller Financial Leasing, Inc.

	 	20-Oct-04
	 	20-Oct-14
	 	 	56	 
	Atel Ventures, Inc.

	 	28-Oct-04
	 	28-Oct-14
	 	 	28	 
	Massachusetts Development Finance Agency

	 	12-Jan-05
	 	12-Jan-15
	 	 	25	 
	Reservoir Capital Partners, L.P.

	 	24-Feb-05
	 	24-Feb-13
	 	 	198	 
	Reservoir Capital Master Fund, L.P.

	 	24-Feb-05
	 	24-Feb-13
	 	 	26	 
	Reservoir Capital Partners, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	128	 
	Reservoir Capital Master Fund, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	17	 
	RP Co-Investment Fund I, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	15	 
	RockPort Capital Partners, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	14	 
	Tenaya Capital IV-P, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	6	 
	Tenaya Capital IV-C, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	6	 
	Sun Young Park

	 	23-Mar-05
	 	23-Mar-13
	 	 	6	 
	Aerogel Korea Co., Ltd.

	 	23-Mar-05
	 	23-Mar-13
	 	 	5	 
	Lehman Brothers Venture Capital
Partners II, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	3	 
	Tenaya Capital IV, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	3	 
	Lehman Brother P.A. LLC

	 	23-Mar-05
	 	23-Mar-13
	 	 	2	 
	Thomas L. Cunningham

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Dalsuk Youn

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Lehman Brothers Partnership Account
2000/2001, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	J. Christopher Young

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	James P. Manzi

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Heller Financial Leasing, Inc.

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Soo Young & Myung Sook Chung

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Star Faith Holdings Ltd.

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Nancy L. and F. Lester Fraser

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Protos, LLC

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Michael H. Koegler

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Lehman Brothers Offshore Partnership
Account 2000/2001, L.P.

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Dong W. Cho

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Charles C. Cunningham, Jr.

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Jonathan F. P. Rose

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Bonwan Koo

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Sung Choi

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Melissa D. Kaplan

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Maricamp, LLC

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Richard and Kristina Han

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Expiration	 	Number of
	Warrant Holder	 	Issue Date	 	Date	 	Shares
	Paul and Marie Jo

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Edward Lamont

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Douglas A. Muller

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Key-Hyup Kim

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Ariel Flores 1999 Trust

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Jean-Paul Benveniste

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Fred Smithson

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Jamie McCourt

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Roger J. Herz

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Robert D. Batting

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	James J. Childress

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 
	Richard M. C. Glenn III

	 	23-Mar-05
	 	23-Mar-13
	 	 	1	 






[Joinder to Registration Rights Agreement]








 









 








Exhibit A




JOINDER TO FIFTH AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT



As of June 1, 2011



     The undersigned, [insert name of initial Note holder], having a principal business address of
_____________________________, hereby joins in the execution of that certain Fifth Amended and
Restated Registration Rights Agreement of Aspen Aerogels, Inc., a Delaware corporation (the
“Company”), dated September 22, 2010, by and among the Company and the Investors set forth
on Schedule A thereto (as amended through and including the date hereof, the “Registration
Rights Agreement”).


By executing this Joinder, the undersigned hereby:




     1. Agrees and acknowledges that the undersigned is an Investor, as such term is defined and
used in the Registration Rights Agreement, a copy of which has been furnished to the undersigned,
with the same force and effect as if originally named therein as an Investor and that each
reference to an Investor in the Registration Rights Agreement shall be deemed to include the
undersigned; and



     2. Agrees to be bound by, and agrees that the undersigned is bound by, all of the terms and
provisions of the Registration Rights Agreement for all purposes.



[Signature pages to follow]







 









 







[INVESTOR]




By: __________________________

Name:

Title:




[Joinder to Registration Rights Agreement]






 









 







ACKNOWLEDGED AND ACCEPTED:



ASPEN AEROGELS, INC.




By: ___________________________

Name:

Title:




[Joinder to Registration Rights Agreement]









 









 





ASPEN AEROGELS, INC.



AMENDMENT NO. 3 TO



FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT



     This Amendment No. 3 to Fifth Amended and Restated Registration Rights Agreement (this
“Amendment”) is entered into as of June 14, 2011, by and among Aspen Aerogels, Inc., a
Delaware corporation (the “Company”), and the Investors set forth on the signature pages
hereto, constituting the holders of at least a majority of the Registrable Shares currently
outstanding which are issued or issuable upon conversion of the Preferred Stock (the “Requisite
Holders”). Capitalized terms used herein but not defined shall have the meanings ascribed to
them in the Fifth Amended and Restated Registration Rights Agreement of the Company, as amended by
Amendment No. 1 dated December 29, 2010, and Amendment No. 2 dated June 1, 2011 (the “Original
Agreement”, and as amended hereby, the “Registration Rights Agreement”).



     WHEREAS, the Company and the Requisite Holders wish to amend the Original Agreement in
accordance with Section 18 thereof.



     NOW, THEREFORE, for valid and adequate consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. The definition of “Notes” in Section 1 of the Original Agreement is deleted in its entirety
and the following language is substituted in lieu thereof:



     “Notes” means those certain convertible promissory notes convertible into shares of Common
Stock issued by the Company to certain purchasers pursuant that certain Note Purchase Agreement
dated as of June 1, 2011 by and among the Company and the “Purchasers” named therein (as amended on
June 14, 2011, and as may be further amended from time to time, the “Note Purchase Agreement”),
together with any Notes issued upon the transfer or division of, or in exchange or substitution for
any such Notes. For the avoidance of doubt, “Notes” shall include the Additional Notes (as defined
in the Note Purchase Agreement).



     2. Each undersigned holder of Additional Notes (as defined in Section 1 of this
Amendment) (i) hereby joins in the execution of the Registration Rights Agreement, (ii) agrees and
acknowledges that such holder is an Investor, as such term is defined and used in the Registration
Rights Agreement, with the same force and effect as if originally named therein as an Investor and
that each reference to an Investor in the Registration Rights Agreement shall be deemed to include
such holder, and (iii) agrees to be bound by all of the terms and provisions of the Registration
Rights Agreement for all purposes as an Investor.



     3. The Original Agreement shall be amended by adding each undersigned holder of the
Additional Notes as a party to the Original Agreement upon each such holder’s execution and
delivery to the Company of this Amendment.




 









 





     4. Except to the extent amended hereby, all of the terms, provisions and conditions of the
Original Agreement are hereby ratified and confirmed and shall remain in full force and effect.



     5. This Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original instrument and all which together shall constitute one and the same
agreement. This Amendment may be executed by facsimile or by electronic or PDF file.



[THIS SPACE INTENTIONALLY LEFT BLANK]




 









 





     IN WITNESS ‘WHEREOF, the parties hereto have executed this Amendment No. 3 to Fifth Amended
and Restated Registration Rights Agreement as of the date first written above.



	 	 	 	 	 	 	 

	 	 	ASPEN AEROGELS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald R. Young
 

	 	 
	 

	 	Title:	 	 	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	ARCAPITA VENTURES I LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Huntz
 

	 	 
	 	 	Name: John Huntz	 	 
	 	 	Title: Executive Director	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	ARGONAUT VENTURES I, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Argonaut Private Equity, LLC, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve R Mitchell
 

	 	 
	 	 	Name: Steve R Mitchell	 	 
	 	 	Title: Managing Director	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	RESERVOIR CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: RCP GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig A. Huff
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	RESERVOIR CAPITAL MASTER FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Reservoir Capital Group, L.L.C., its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig A. Huff
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	ROCKPORT CAPITAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: RockPort Capital II, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend
 

	 	 
	 	 	Name: David J. Prend	 	 
	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: RockPort Capital, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend
 

	 	 
	 	 	Name: David J. Prend	 	 
	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	RP CO-INVESTMENT FUND I, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: RP Co-Investments Fund I, GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend
 

	 	 
	 	 	Name: David J. Prend	 	 
	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT SII, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: RockPort SGII, LLC, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David J. Prend
 

	 	 
	 	 	Name: David J. Prend	 	 
	 	 	Title: Managing Member	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	TENAYA CAPITAL IV-C, LP (f/k/a Lehman Brothers
Venture Partners 2003-C, L.P.)	 	 
	 
	 	 	 	 	 	 
	 	 	By: Tenaya Capital IV GP, LP, its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Tenaya Capital IV GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dave Markland
 

	 	 
	 	 	Name: Dave Markland	 	 
	 	 	Title: Attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 	 	TENAYA CAPITAL IV-P, LP (f/k/a Lehman Brothers
Venture Partners 2003-P, L.P.)	 	 
	 
	 	 	 	 	 	 
	 	 	By: Tenaya Capital IV GP, LP, its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Tenaya Capital IV GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dave Markland
 

	 	 
	 	 	Name: Dave Markland	 	 
	 	 	Title: Attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 	 	TENAYA CAPITAL IV, LP	 	 
	 
	 	 	 	 	 	 
	 	 	By: Tenaya Capital IV Annex GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dave Markland
 

	 	 
	 	 	Name: Dave Markland	 	 
	 	 	Title: Attorney-in-fact	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	LEHMAN BROTHERS OFFSHORE PARTNERSHIP ACCOUNT
2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Lehman Brothers Offshore Partners Ltd., its
General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS VENTURE CAPITAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Lehman Brothers Venture Associates II, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS P.A., LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS PARTNERSHIP ACCOUNT 2000/2001, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: LBI Group Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashvin Rao
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	FIDELITY SELECT PORTFOLIOS: ENVIRONMENT AND

ALTERNATIVE ENERGY PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY PURITAN TRUST: FIDELITY PURITAN FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VARIABLE INSURANCE PRODUCTS FUND III: BALANCED PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR DIVIDEND GROWTH FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY

MATERIALS CENTRAL FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VARIABLE INSURANCE PRODUCTS FUND IV: MATERIALS PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY SELECT PORTFOLIOS: MATERIALS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY SELECT PORTFOLIOS: INDUSTRIALS PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR INDUSTRIALS FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 

	 	 	VARIABLE INSURANCE PRODUCTS FUND IV: INDUSTRIALS PORTFOLIO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY

INDUSTRIALS CENTRAL FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
 

	 	 
	 	 	Name: Jeffrey Christian	 	 
	 	 	Title: Deputy Treasurer	 	 






[Signature page to Registration Rights Agreement Amendment]




 









 





	 	 	 	 	 	 	 	 	 

	 	 	BASF VENTURE CAPITAL GMBH	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dr. Josef Wünsch
	 	/s/ Dirk Nachtigal	 	 
	 	 	 	 	 	 	 
	 	 	Name: Dr. Josef Wünsch	 	Dirk Nachtigal	 	 
	 	 	Title: Managing Directors	 	 	 	 






[Signature page to Registration Rights Agreement Amendment]