Resale Registration Rights Agreement, dated as of August 1, 2005


 Exhibit 4.4 
  

EXECUTION COPY 
  
 BANC OF AMERICA SECURITIES LLC 
  
 $100,000,000 AGGREGATE PRINCIPAL AMOUNT 
  
 BARNES GROUP INC. 
  
 3.75% CONVERTIBLE SENIOR SUBORDINATED NOTES 
  
 DUE 2025 
  
 Resale Registration Rights
Agreement 
  
 dated August 1, 2005 






 RESALE REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 2005, among Barnes Group Inc., a Delaware
corporation (together with any successor entity, herein referred to as the “Company”), Banc of America Securities LLC, as representative (the “Representative”) of the several initial purchasers (the “Initial
Purchasers”) under the Purchase Agreement (as defined below). 
  
 Pursuant to the Purchase Agreement, dated as of July 26, 2005, between the Company and Banc of America Securities LLC, as representative of Initial Purchasers (the “Purchase Agreement”), relating to the initial placement
(the “Initial Placement”) of the Notes (as defined below) the Initial Purchasers have agreed to purchase from the Company $85,000,000 ($100,000,000 if the Initial Purchasers exercise their option in full) in aggregate principal
amount of 3.75% Convertible Senior Subordinated Notes due 2025 (the “Notes”). The Notes will be convertible, subject to the terms thereof, into fully paid, nonassessable shares of common stock, par value $0.01 per share, of the
Company (the “Common Stock”). To induce the Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement.

  
 The parties hereby agree as follows: 
  
 1. Definitions. Capitalized terms used in this Agreement without
definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings: 
  
 “Additional Amounts”: As defined in Section 3(a) hereof. 
  
 “Additional Amounts Payment Date”: Each February 1 and
August 1. 
  
 “Affiliate” of any specified person
means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Agreement”: This Resale Registration Rights Agreement.

  
 “Amended Effectiveness Deadline Date” has the
meaning set forth in Section 2(f) hereof. 
  
 “Blue Sky
Application”: As defined in Section 6(a)(i) hereof. 
  
 “Business Day”: The definition of “Business Day” in the Indenture. 
  
 “Closing Date”: The date of the first issuance of the Notes. 






 “Commission”: Securities and Exchange Commission. 
  
 “Common Stock”: As defined in the preamble hereto.

  
 “Company”: As defined in the preamble hereto.

  
 “Effectiveness Period”: As defined in Section
2(a)(iii) hereof. 
  
 “Effectiveness Target
Date”: As defined in Section 2(a)(ii) hereof. 
  
 “Exchange Act”: Securities Exchange Act of 1934, as amended. 
  
 “Holder”: A Person who owns, beneficially or otherwise, Transfer Restricted Securities. 
  
 “Indemnified Holder”: As defined in Section 6(a) hereof. 
  
 “Indenture”: The Indenture, dated as of August 1, 2005 between the Company and The Bank of New York, as
trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof. 
  
 “Initial Placement”: As defined in the preamble hereto.

  
 “Initial Purchasers”: As referred to in the
preamble hereto. 
  
 “Losses”: As defined in
Section 6(e) hereof. 
  
 “Majority of Holders”:
Holders holding over 50% of the aggregate principal amount of Notes outstanding; provided that, for the purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities and issued upon conversion of the
Notes shall be deemed to hold an aggregate principal amount of Notes (in addition to the principal amount of Notes held by such holder) equal to the quotient of (x) the number of such shares of Common Stock held by such holder and (y) the conversion
rate in effect at the time of such conversion as determined in accordance with the Indenture. 
  
 “Managing Underwriter”: The investment banker or investment bankers and manager or managers that administer an underwritten offering, if any, conducted pursuant to Section 8 hereof. 
  
 “NASD”: National Association of Securities Dealers, Inc.

  
 “Notes”: As defined in the preamble hereto.

  
 “Notice and Questionnaire” means a written
notice executed by the respective Holder and delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company relating
to the Notes. 
  

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 “Notice Holder”: On any date, any Holder of Transfer Restricted Securities that has
delivered a Notice and Questionnaire to the Company on or prior to such date. 
  
 “Person”: An individual, partnership, limited liability company, corporation, company, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof.

  
 “Purchase Agreement”: As defined in the
preamble hereto. 
  
 “Prospectus”: The prospectus
included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

  
 “Record Holder”: With respect to any
Additional Amounts Payment Date, each Person who is a Holder on the 15th day preceding the relevant Additional
Amounts Payment Date. In the case of a Holder of shares of Common Stock issued upon conversion of the Notes, “Record Holder” shall mean each Person who is a Holder of shares of Common Stock which constitute Transfer Restricted Securities
on the 15th day preceding the relevant Additional Amounts Payment Date. 
  
 “Registration Default”: As defined in Section 3(a) hereof.

  
 “Representatives”: As defined in the preamble
hereto. 
  
 “Securities Act”: Securities Act of
1933, as amended. 
  
 “Shelf Filing Deadline”: As
defined in Section 2(a)(i) hereof. 
  
 “Shelf Registration
Statement”: As defined in Section 2(a)(i) hereof. 
  
 “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(c) hereof. 
  
 “Suspension Notice”: As defined in Section 4(c) hereof. 
  
 “Suspension Period”: As defined in Section 4(b)(ii) hereof. 
  
 “TIA”: Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA. 
  

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 “Transfer Restricted Securities”: Each Note and each share of Common Stock issued upon
conversion of Notes until the earlier of: 
  
 (i)
the date on which such Note or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; 
  
 (ii) the date on which such Note or such share of Common
Stock issued upon conversion is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar
provision then in force) without any volume or manner of sale restrictions thereunder; or 
  
 (iii) the date on which such Note or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of
redemption, repurchase, cancellation, conversion (in the case of a Note only) or otherwise). 
  
 “underwriter”: Any underwriter of Notes in connection with an offering thereof under the Shelf Registration Statement. 
  
 “Underwritten Registration”: A registration in which Notes of the Company are sold to an underwriter for
reoffering to the public. 
  
 Unless the context otherwise
requires, the singular includes the plural, and words in the plural include the singular. 
  
 2. Shelf Registration. 
  
 (a) The Company shall: 
  
 (i) as promptly as practicable (but in no event more than 90 days after the Closing Date) (the “Shelf Filing Deadline”), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act or any
similar rule that may be adopted by the Commission (the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for the registration and resales, on a continuous or delayed basis, of all Transfer Restricted
Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; 
  
 (ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act by the
Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and 
  

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 (iii) use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities
entitled, subject to Section 2(b), to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to
time, for a period (the “Effectiveness Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: 
  
 (1) the expiration of the holding period applicable to the Transfer Restricted Securities held by
non-affiliates of the Company under Rule 144(k) under the Securities Act; or 
  
 (2) the date when all of the Transfer Restricted Securities have been sold either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in force,
or otherwise cease to be outstanding (whether as a result of redemption, repurchase, cancellation, conversion (in the case of a Note only) or otherwise). 
  
 The Company shall be deemed not have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Effectiveness Period
if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities not being able to offer and sell such Securities at any time during the Effectiveness Period, unless such action is (x) required by applicable law or
otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted by Section 4(b)(ii) hereof.

  
 (b) At the time the Shelf Registration
Statement is declared effective, each Holder that became a Notice Holder on or prior to the date fifteen (15) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law, and each such Holder shall be required to 
  

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 deliver a Prospectus to purchasers in accordance with the Securities Act. None of the Company’s
securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. 
  
 (c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below)
ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer
Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of
the date of such filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the
Effectiveness Period. 
  
 (d) The Company shall
supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act. 

 
 (e) The Company shall cause the Shelf Registration
Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of
the Securities Act, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading. 
  
 (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and
Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least fifteen (15) Business Days prior to any
intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared 
  

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 effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is
delivered, and in any event upon the later of (x) fifteen (15) Business Days after such date (but no earlier than fifteen (15) Business Days after effectiveness) or (y) fifteen (15) Business Days after the expiration of any Suspension Period in
effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date: 
  
 (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is
named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable
law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable,
but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is sixty (60) days after the date such post effective amendment is required by this clause to be filed; 
  
 (ii) provide such Holder copies of the any documents filed
pursuant to Section 2(f)(i); and 
  
 (iii) notify
such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); 
  
 provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus; (ii) the Amendment Effectiveness Deadline Date shall be extended by up to fifteen (15) Business Days
from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; and (iii) the Company
shall not be obligated to file more than one post-effective amendment to the Shelf Registration Statement for all Holders during one three-month period. 
  

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 3. Additional Amounts. 
  
 (a) If: 
  
 (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; 
  
 (ii) the Shelf Registration Statement has not been declared
effective by the Commission prior to or on the Effectiveness Target Date; 
  
 (iii) the Company has failed, through its omission, to perform its obligations set forth in Section 2(f) within the time period required therein; 
  
 (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(f)(i) has not become
effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; 
  
 (v) except as provided in Section 4(b)(ii) hereof, the Shelf Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within ten (10) Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the
Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or 
  
 (vi) Suspension Periods exceed an aggregate of 60 days
within any 90-day period or an aggregate of 90 days in any 360 day period; 
  
 (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Company hereby agrees to pay interest (“Additional Amounts”) with respect to
the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no
longer required to be kept effective, accruing at a rate: 
  

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 (A) in respect of the Notes, to each holder of Notes, (x) with respect to the first
90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the
aggregate principal amount of the Notes; provided that in no event shall Additional Amounts accrue at a rate per year exceeding 0.50% of the aggregate principal amount of the Notes; and 
  
 (B) in respect of the Notes that are Transfer Restricted
Securities submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Common Stock, the holder will not be entitled to receive any Additional Amounts with respect to such Common Stock; and

  
 (C) in respect of the Notes that are
Transfer Restricted Securities submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Notes, the holder will receive from the Company on the settlement date with respect to such conversion,
accrued and unpaid Additional Amounts to the holders of such Notes calculated in accordance with paragraph (A) to the Conversion Date (as defined in the Indenture) relating to such settlement date; and 
  
 (D) in respect of the Notes or the Common Stock issued upon
conversion of the Notes, the holder will not be entitled to receive any Additional Amounts with respect to such Notes or Common Stock, as applicable, if a Registration Default with respect to the Common Stock issuable upon conversion of the Notes
occurs. 
  
 (b) All Additional Amounts accrued in
accordance with paragraph (A) above shall be paid in arrears to Record Holders by the Company on each Additional Amounts Payment Date. All Additional Amounts payable in accordance with paragraph (C) above shall be paid and delivered on the
settlement date with respect to such conversion. Upon the cure of all Registration Defaults relating to any particular Note or share of Common Stock, the accrual of Additional Amounts with respect to such Note or share of Common Stock will cease.

  

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 All obligations of the Company set forth in this Section 3 that are outstanding with respect to any
Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. 

 
 The Additional Amounts set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for each Registration Default. 
  
 4. Registration Procedures. 
  
 (a) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and shall
use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act. 
  
 (b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities, the Company shall: 
  
 (i) Subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iv)(D), use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such
amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. 
  
 (ii) Notwithstanding Section 4(b)(i) hereof, the Company may suspend the effectiveness of the Shelf
Registration Statement (each such period, a “Suspension Period”): 
  

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 (x) if an event occurs and is continuing as a result of which the Shelf Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain 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; and 
  
 (y) if the Company determines in good faith that the disclosure of a material event at such time would be seriously detrimental to the
Company and its subsidiaries. 
  
 Upon the occurrence of any
event described in clauses (x) and (y) of this Section 4(b)(ii), the Company shall give notice to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell
any Transfer Restricted Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 4(b) hereof, and agrees to keep notice of such Suspension Period in
confidence. The Suspension Period shall not exceed 60 days in any ninety-day period, provided, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period. The Company shall not be required to specify in the written
notice to the Holders the nature of the event giving rise to the Suspension Period. 
  
 (iii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be
necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to comply fully with the applicable provisions of Rules 424 under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Notes or shares of Common Stock covered by
the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus. 
  
 (iv) Advise the selling Holders and any Initial Purchaser
that has provided in writing to the Company a telephone or facsimile number and address for notices, promptly and, if requested by such selling Holders, to confirm such advice in writing (which notice pursuant to clauses (B) through (D) below shall
be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension): 
  
 (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any post-effective amendment thereto, when the same has become effective, 
  

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 (B) of any request by the Commission for amendments to the Shelf Registration Statement
or amendments or supplements to the Prospectus or for additional information relating thereto, 
  
 (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the
Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the threatening or initiation of any proceeding for any of the preceding
purposes, or 
  
 (D) of the existence of any
fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which
they were made) not misleading. 
  
 If at any time the Commission
shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time and will provide to each Holder who is named in
the Shelf Registration Statement prompt notice of the withdrawal of any such order. 
  
 (v) Make available at reasonable times for inspection by one or more representatives of the selling Holders, designated in writing by a
Majority of Holders whose Transfer Restricted 
  

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 Securities are included in the Shelf Registration Statement, and any attorney or accountant retained by
such selling Holders and any Initial Purchaser participating in any disposition pursuant to the Shelf Registration Statement, all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably
necessary to enable them to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act, and cause the Company’s officers, directors, managers and employees to supply all information reasonably requested by any
such representative or representatives of the selling Holders, attorney or accountant in connection therewith, provided that (x) appropriate safeguards are in place to protect the confidentiality of such information and (y) in no event shall
the Company be required to disclose any proprietary information to any competitor or agent thereof. 
  
 (vi) If requested by any selling Holders or the Representative, promptly incorporate in the Shelf Registration Statement or Prospectus,
pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities. 
  
 (vii) Deliver to each selling Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to
any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iv)(D), the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by
each of the selling Holders in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. 
  
 (viii) Before any public offering of Transfer Restricted Securities, cooperate with the selling Holders and
their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders may reasonably request and do any and
all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required (A)
to register or qualify as a 
  

 13 







 foreign corporation or a dealer of securities where it is not now so qualified or to take any action that
would subject it to the service of process in any jurisdiction where it is not now so subject, other than service of process for suits arising out of the Initial Placement or any offering pursuant to the Shelf Registration Statement, or (B) to
subject itself to general or unlimited service of process or to taxation in any such jurisdiction if they are not now so subject. 
  
 (ix) Unless any Transfer Restricted Securities shall be in book-entry form only, cooperate with the selling Holders to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted Securities to be in
such denominations and registered in such names as the Holders may request at least two Business Days before any sale of Transfer Restricted Securities. 
  
 (x) Use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be
registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities. 
  
 (xi) Subject to Section 4(b)(ii) hereof, if any fact or
event contemplated by Section 4(b)(iv)(B) through (D) hereof shall exist or have occurred, use its reasonable best efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. 
  

(xii) Provide CUSIP numbers for all Transfer Restricted Securities not later than the effective date of the Shelf Registration
Statement and provide the Trustee under the Indenture with certificates for the Notes that are in a form eligible for deposit with The Depository Trust Company. 
  
 (xiii) Cooperate and assist in any filings required to be made with the NASD and, subject to the proviso in
Section 4(b)(v), in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the NASD. 
  

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 (xiv) Otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. 
  
 (xv) Make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities
Act as soon as practicable after the effective date of the Shelf Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement. 
  
 (xvi) Cause the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by
this Agreement, and, in connection therewith, cooperate with the Trustee and the holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute
and use its reasonable best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner. In the event that any such amendment or modification referred to in this Section 4(b)(xvi) involves the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture. 
  
 (xvii) Cause all Common Stock covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which Common Stock is then listed or quoted. 
  
 (xviii) Provide to each Holder upon written request each
document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf Registration Statement, unless such document is available through the Commission’s EDGAR
system. 
  
 (xix) In connection with any
underwritten offering conducted pursuant to Section 8 hereof, make such representations and 
  

 15 







 warranties to the underwriters, in form, substance and scope as are customarily made by issuers to
underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement. 
  
 (xx) In connection with any underwritten offering conducted pursuant to Section 8 hereof, obtain opinions of counsel to the Company and
updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered
in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters. 
  
 (xxi) In connection with any underwritten offering conducted pursuant to Section 8, hereof, obtain “comfort” letters and updates
thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with primary underwritten offerings. 
  
 (xxii) In connection with any underwritten offering conducted pursuant to Section 8 hereof, deliver such documents and certificates as may
be reasonably requested by the Majority of Holders and the Managing Underwriters, including those to evidence compliance with any customary conditions contained in the Purchase Agreement or other agreement entered into by the Company. 
  
 (xxiii) In connection with underwritten offering conducted
pursuant to Section 8 hereof, the Company shall, if requested, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Shelf Registration Statement such information as the Managing Underwriters reasonably agree
should be included therein and to which the Company does not reasonably object and shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment. 
  

 16 







 (xxiv) Use its best efforts to take all other steps necessary to effect the registration
of the Notes covered by the Shelf Registration Statement. 
  
 (xxv) Enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the
disposition of the Notes, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof. 
  
 The actions set forth in clauses (xx), (xxi), (xxii) and (xxiii) of this
Section 4(b) shall be performed at (A) the effectiveness of the Shelf Registration Statement and each post-effective amendment thereto; and (b) each closing under any underwriting or similar agreement as and to the extent required thereunder.

  
 (c) Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence of any fact of the kind described in Section 4(b)(iv)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until: 
  
 (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xi) hereof; or 
  
 (ii) such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. 
  
 If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice of suspension. 
  
 (d) Each Holder agrees by acquisition of a Transfer Restricted Security, that no Holder shall be entitled to
sell any of such Transfer Restricted Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(f)
hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. The 
  

 17 







 Company may require each Notice Holder of Notes to be sold pursuant to the Shelf Registration Statement
to furnish to the Company such information regarding the Holder and the distribution of such Notes as the Company may from time to time reasonably require for inclusion in such Registration Statement. Each Notice Holder agrees promptly to furnish to
the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such
Transfer Restricted Securities as the Company may from time to time reasonably request in writing. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material
fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to
make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading. The Company may exclude from such Shelf Registration Statement the Notes of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request. 
  
 5. Registration Expenses. 
  
 All expenses
incident to the Company’s performance of or compliance with this Agreement shall be borne by the Company regardless of whether a Shelf Registration Statement becomes effective, including, without limitation: 
  
 (a) all registration and filing fees and expenses (including
filings made with the NASD); 
  
 (b) all fees and
expenses of compliance with federal securities and state Blue Sky or securities laws; 
  
 (c) all expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the
Notes) and the Company’s expenses for messenger and delivery services and telephone; 
  
 (d) all fees and disbursements of counsel to the Company; 
  
 (e) all application and filing fees in connection with listing (or authorizing for quotation) the Common
Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and 
  

 18 







 (f) all fees and disbursements of independent certified public accountants of the
Company. 
  
 The Company shall bear its internal expenses
(including, without limitation, all salaries and expenses of their officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by
the Company. The Company shall pay all expenses customarily borne by issuers in an underwritten offering as set forth in Section 8(c) hereof. 
  
 6. Indemnification And Contribution.  
  
 (a) The Company agrees to indemnify and hold harmless each Holder of Transfer Restricted Securities (including each Initial Purchaser),
its directors, officers, and employees, Affiliates and agents and each person, if any, who controls any such Holder within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Holder”), against
any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such
Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon: 
  
 (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement as originally
filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto, or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Company (or based upon written
information furnished by or on behalf of the Company expressly for use in such blue sky application or other document or amendment or supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Transfer
Restricted Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a “Blue Sky Application”); or 
  
 (ii) the omission or alleged omission to state therein any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 
  

 19 







 and agrees to reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred
by such Indemnified Holder in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that: (i) the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or expense arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein, and (ii) the indemnification contained in this Section 6(a) shall not inure to the benefit of any Holder (or to the benefit of
any person controlling such Holder) on account of any such losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if either (A)(x) such
Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which such losses, claims damages or liabilities arise and (y) the
Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission and would be a complete defense to such claim, or (B)(x) such untrue statement or alleged untrue statement, omission or alleged
omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such
Prospectus as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of a Transfer Restricted Security to the person asserting the claim from which such losses, claims, damages or liabilities arise and such
Prospectus, as so amended or supplemented would be a complete defense to such claim. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have. 
  
 The Company also agrees to indemnify as provided in this Section 6(a) or
contribute as provided in Section 6(e) hereof to Losses (as defined below) of each underwriter, if any, of Notes registered under a Shelf Registration Statement, their directors, officers, employees, Affiliates or agents and each person who controls
such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting
such agreement, as provided in Section 4(b)(xxv) hereof. 
  
 (b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company 
  

 20 







 by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement set forth in this Section shall be in addition to any liabilities which any such Holder may otherwise have. In no event shall any Holder, its directors, officers or any person who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Shelf Registration Statement exceeds (i) the amount paid by such Holder for
such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. 
  
 (c) Promptly
after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify
the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party (i) shall not relieve it from any liability which it may have under paragraphs (a) or (b)
of this Section unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve it from any
liability which it may have to an indemnified party otherwise than under paragraphs (a) or (b) of this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Holders shall have the right to employ a single counsel to represent jointly the
Holders and their officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Holders against the Company under this Section 6 if the Holders seeking
indemnification shall have been advised by legal counsel that there may be one or more legal defenses available to such Holders and their respective officers, employees and controlling persons that are different from or additional to those available
to the Company, and in that event, the fees and expenses of such separate counsel shall be paid by the Company. 
  

 21 







 (d) The indemnifying party under this Section shall not be liable for any settlement of
any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are
the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
  
 (e) If the indemnification provided for in this Section 6
shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the aggregate amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability (including legal or other expenses reasonably incurred in
connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) (or action in respect thereof): 
  
 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the
offering and sale of the Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on the other, or 
  
 (ii) if the allocation provided by Section (6)(d)(i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in Section 6(d)(i) 
  

 22 







 but also the relative fault of the Company on the one hand and the Holders on the other in connection
with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations. 
  
 The relative benefits received by the Company on the one hand and a Holder on the other with
respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under the Purchase Agreement (before deducting expenses) received by the Company, on the one hand,
bear to the total proceeds received by such Holder with respect to its sale of Transfer Restricted Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Holders on the other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(e) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (e). 
  
 The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in
this Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim.

  
 No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 6(e) are several and
not joint. 
  
 (f) The provisions of this Section
6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling persons referred to in Section 6 hereof, and will survive the sale by a
Holder of Transfer Restricted Securities. 
  
 7. Rule 144A and
Rule 144. The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities 
  

 23 







 designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to use its reasonable best efforts to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 
  
 8. Underwritten Registrations.  
  
 (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the electing Holders of at least
33 1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf
Registration Statement shall request such an offering, (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to
participate in more than one underwritten offering during the Effectiveness Period and (iii) such Holder does not object to any other Holder including its Transfer Restricted Securities (in whole or in part) in such offering. Upon receipt of such a
request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted
Securities covered by the Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority of Holders. 
  
 (b) No person may participate in any underwritten offering pursuant to the Shelf Registration Statement
unless such person (i) agrees to sell such person’s Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and (iii) if such Holder is not then a Notice Holder, such Holder returns a completed and signed
Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. 
  
 (c) The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees
and, subject to Section 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection with such underwritten offering. 
  

 24 







 Notwithstanding the foregoing or the provisions of Section 4(b)(xxiii) hereof, upon receipt of a request
from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and
Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona
fide business reason for such delay. 
  
 9. Miscellaneous.

  
 (a) Remedies. The Company acknowledges
and agrees that any failure by the Company to comply with its obligations under Section 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely, and that, in the event of any such failure, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law,
including recovery of liquidated or other damages, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2 hereof. The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be adequate. 
  
 (b) Actions Affecting Transfer Restricted Securities. The Company shall not, directly or indirectly, take any action with respect
to the Transfer Restricted Securities as a class that would adversely affect the ability of the Holders of Transfer Restricted Securities to include such Transfer Restricted Securities in a registration undertaken pursuant to this Agreement.

  
 (c) No Inconsistent Agreements. The
Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. In addition, the Company shall not grant to any of its securityholders (other than the Holders of Transfer Restricted Securities in such capacity) the right to include any of its securities in the Shelf
Registration Statement provided for in this Agreement other than the Transfer Restricted Securities. 
  
 (d) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders; 
  

 25 







 provided, however, that with respect to any matter that directly or indirectly adversely
affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the
foregoing (except the foregoing proviso), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Shelf Registration Statement
and does not directly or indirectly adversely affect the rights of other Holders, may be given by the Majority of Holders, determined on the basis of Notes being sold rather than registered under such Shelf Registration Statement. 
  
 (e) Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery, first class mail (registered or certified, return receipt requested), facsimile transmission, or air courier guaranteeing overnight delivery: 
  
 (i) if to a Holder, at the address set forth on the records
of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and 
  
 (ii) if to the Company, initially at its address set forth in the Purchase Agreement. 
  
 All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an
air courier guaranteeing overnight delivery. 
  
 Any party hereto
may change the address for receipt of communications by giving written notice to the others. 
  
 By its acceptance of the Notes, each Holder agrees to hold any communication by the Company in response to a notice of a proposed sale in confidence, including any notice of a Suspension Period or any delay effected
pursuant to Section 4(c). 
  
 (f) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer
Restricted Securities. The Company hereby agrees to extend the benefit of this Agreement to any Holder and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto. 
  

 26 







 (g) Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 (h) Notes Held by the Company or Its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or its Affiliates (other than subsequent Holders if such subsequent
Holders are deemed to be Affiliates solely by reason of their holding of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  
 (i) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (j) Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

  
 (k) Severability. If any one or more
of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 (l) Entire Agreement. This Agreement is intended by
the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter. 
  

 27 







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

  

			
	BARNES GROUP INC.
		
	By:	 	 /s/ William C. Denninger


	Name:	 	William C. Denninger
	Title:	 	 Senior Vice President and Chief
 Financial
Officer

	
	BANC OF AMERICA SECURITIES LLC
	Acting on behalf of itself and the several Initial Purchasers
		
	By	 	BANC OF AMERICA SECURITIES LLC
		
	By:	 	 /s/ Derek Dillon


	Name:	 	Derek Dillon
	Title:	 	Managing Director