EX-10.38



 Exhibit 10.38 
 REGISTRATION RIGHTS AGREEMENT 
 by and among 

PLY GEM HOLDINGS, INC. 
 and the STOCKHOLDERS named herein 
  

 
 Dated:
            , 2013 
  

 







 TABLE OF CONTENTS 

 

									
	 	  	Page	 
			
	 1.(a)
	 	Definitions	  	 	1	  
		 	(b)	  	Interpretation	  	 	6	  
			
	 2.
	 	General; Securities Subject to this Agreement	  	 	7	  
		 	(a)	  	Grant of Rights	  	 	7	  
		 	(b)	  	Registrable Securities	  	 	7	  
		 	(c)	  	Holders of Registrable Securities	  	 	7	  
		 	(d)	  	Transfer of Registration Rights	  	 	8	  
			
	 3.
	 	Demand Registration	  	 	8	  
		 	(a)	  	Request for Demand Registration	  	 	8	  
		 	(b)	  	Incidental or “Piggy-Back” Rights with Respect to a Demand Registration	  	 	9	  
		 	(c)	  	Effective Demand Registration	  	 	10	  
		 	(d)	  	Expenses	  	 	10	  
		 	(e)	  	Underwriting Procedures	  	 	10	  
		 	(f)	  	Selection of Underwriters	  	 	10	  
		 	(g)	  	Withdrawal	  	 	11	  
			
	 4.
	 	Incidental or “Piggy-Back” Registration	  	 	11	  
		 	(a)	  	Request for Incidental or “Piggy-Back” Registration	  	 	11	  
		 	(b)	  	Expenses	  	 	12	  
			
	 5.
	 	Form S-3 Registration	  	 	12	  
		 	(a)	  	Request for a Form S-3 Registration	  	 	12	  
		 	(b)	  	Form S-3 Underwriting Procedures	  	 	13	  
		 	(c)	  	Limitations on Form S-3 Registrations	  	 	14	  
		 	(d)	  	Expenses	  	 	14	  
		 	(e)	  	Automatic Shelf Registration Statement	  	 	15	  
		 	(f)	  	Shelf Take-Downs	  	 	15	  
			
	 6.
	 	Hedging Transactions	  	 	16	  
			
	 7.
	 	Holdback Agreements	  	 	17	  
		 	(a)	  	Restrictions on Public Sale by Designated Stockholders	  	 	17	  
		 	(b)	  	Restrictions on Public Sale by the Company	  	 	17	  
			
	 8.
	 	Registration Procedures	  	 	18	  
		 	(a)	  	Obligations of the Company	  	 	18	  
		 	(b)	  	Seller Requirements	  	 	22	  
		 	(c)	  	Notice to Discontinue	  	 	22	  
		 	(d)	  	Registration Expenses	  	 	22	  
			
	 9.
	 	Indemnification; Contribution	  	 	23	  
		 	(a)	  	Indemnification by the Company	  	 	23	  


  
 i 









									
	 	  	Page	 
				
		 	(b)	  	Indemnification by Designated Stockholders	  	 	24	  
		 	(c)	  	Conduct of Indemnification Proceedings	  	 	24	  
		 	(d)	  	Contribution	  	 	25	  
			
	 10.
	 	Rule 144	  	 	26	  
			
	 11.
	 	Miscellaneous	  	 	26	  
		 	(a)	  	Stock Splits, etc.	  	 	26	  
		 	(b)	  	No Inconsistent Agreements	  	 	26	  
		 	(c)	  	Remedies	  	 	26	  
		 	(d)	  	Amendments and Waivers	  	 	26	  
		 	(e)	  	Notices	  	 	27	  
		 	(f)	  	Permitted Assignees; Third Party Beneficiaries	  	 	27	  
		 	(g)	  	Counterparts	  	 	27	  
		 	(h)	  	Headings	  	 	27	  
		 	(i)	  	Governing Law	  	 	27	  
		 	(j)	  	Jurisdiction	  	 	28	  
		 	(k)	  	Waiver of Jury Trial	  	 	28	  
		 	(l)	  	Severability	  	 	28	  
		 	(m)	  	Rules of Construction	  	 	28	  
		 	(n)	  	Entire Agreement	  	 	29	  
		 	(o)	  	Further Assurances	  	 	29	  
		 	(p)	  	Other Agreements	  	 	29	  


  
 ii 









 REGISTRATION RIGHTS AGREEMENT 

REGISTRATION RIGHTS AGREEMENT, dated as of
                    , 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders
that are party to this Agreement from time to time, as set forth on the signature page hereto (each, a “Designated Stockholder”). 
 WHEREAS, on or prior to the date hereof, the Designated Stockholders have purchased or otherwise acquired shares of the Company’s Common Stock, par value $0.01 (the “Common Stock”)
and/or have been issued options to purchase shares of Common Stock. 
 WHEREAS, the Company desires to provide for, among other
things, the grant of registration rights with respect to the Registrable Securities (as hereinafter defined) to the Designated Stockholders. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows: 
 1. (a) Definitions. As used in this Agreement, and unless the context requires a different
meaning, the following terms have the meanings indicated: 
 “Affiliate” means, with respect to a Person, any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. The term “affiliated” shall have the correlative meaning. For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to a Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agreement” means this Registration Rights Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. 

“Approved Underwriter” has the meaning set forth in Section 3(f) hereof. 

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in
Rule 405 promulgated under the Securities Act. 
 “Board of Directors” means the Board of Directors of the
Company (or any duly authorized committee thereof). 
 “Business Day” means any day other than a Saturday,
Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. 
 “Closing Price” means, with respect to the Registrable Securities, as of the date of determination, (a) if the Registrable Securities are listed on a national securities exchange,
the closing price per share of a Registrable Security on such date published in The Wall Street  

  
 1 








 
Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition), the average of the closing bid and asked prices on
such date, as officially reported on the principal national securities exchange on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not listed or admitted to trading on any
national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices on the automatic quotation system on which the Registrable Securities are then listed, as reported by
Bloomberg Financial Markets (or any successor thereto); or (c) if on any such date the Registrable Securities are not quoted on any such automatic quotation system, the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors. If trading is conducted
on a continuous basis on any exchange, then the closing price shall be as set forth at 4:00 P.M. New York City time. 

“CI Partnerships” means Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P. 

“Commission” means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the
Securities Act. 
 “Common Stock” means (i) the Common Stock, (ii) any other common stock of the
Company, (iii) any securities of the Company or any successor or assign of the Company into which such stock described in clauses (i) or (ii) is reclassified or reconstituted or into which such stock is converted or otherwise
exchanged in connection with a combination of shares, recapitalization, merger, sale of assets, consolidation or other reorganization or otherwise or (iv) any securities received as a dividend or distribution in respect of the securities
described in clauses (i), (ii) and (iii) above. 
 “Company” has the meaning set forth in the
preamble to this Agreement. 
 “Company Free Writing Prospectus” means each Free Writing Prospectus prepared by
or on behalf of the Company or used or referred to by the Company in connection with an offering of Registrable Securities. 

“Company Underwriter” has the meaning set forth in Section 4(a) hereof. 

“Demand Registration” has the meaning set forth in Section 3(a) hereof. 

“Designated Stockholder” has the meaning set forth in the preamble to this Agreement. 

“Designated Stockholders’ Counsel” has the meaning set forth in Section 8(a)(i) hereof. 

“Disclosure Package” means, with respect to any offering of Registrable Securities, (i) the preliminary Prospectus,
(ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such
securities (including, without limitation, a contract of sale). 

  
 2 








 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder. 
 “FINRA” means the Financial Industry Regulatory
Authority, Inc. 
 “Form S-3 Shelf Registration Statement” has the meaning set forth in Section 5(f)
hereof. 
 “Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405
promulgated under the Securities Act. 
 “Hedging Counterparty” means a broker-dealer registered under
Section 15(b) of the Exchange Act or an Affiliate thereof. 
 “Hedging Transaction” means any transaction
involving a security linked to the Registrable Securities or any security that would be deemed to be a “derivative security” (as defined in Rule 16a-1(c) promulgated under the Exchange Act) with respect to the Registrable Securities
or transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of the Registrable Securities, including, without limitation, any
forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging
Transactions: 
 (a) transactions by a Designated Stockholder in which a Hedging Counterparty engages in short sales of
Registrable Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position; 
 (b)
transactions pursuant to which a Designated Stockholder sells short Registrable Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position; 

(c) transactions by a Designated Stockholder in which the Designated Stockholder delivers, in a transaction exempt from registration
under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and

 (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell
the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities, in each case, in a public transaction pursuant to a Prospectus. 
 “Incidental Registration” has the meaning set forth in Section 4(a) hereof. 

  
 3 








 “Incidental Registration Notice” has the meaning set forth in
Section 4(a) hereof. 
 “Indemnified Party” has the meaning set forth in Section 9(c) hereof.

 “Indemnifying Party” has the meaning set forth in Section 9(c) hereof. 

“Initial Public Offering” means an initial underwritten public offering of the shares of Common Stock of the Company
pursuant to an effective Registration Statement filed under the Securities Act. 
 “Initiating Holders” means
Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P. (or if such partnerships are dissolved, Rajaconda Holdings, Inc.). 
 “Initiating Shelf Holder” has the meaning set forth in Section 5(f) hereof. 
 “Inspector” has the meaning set forth in Section 8(a)(i) hereof. 
 “IPO Pricing Date” means the date upon which the Company prices the Initial Public Offering. 
 “Liability” has the meaning set forth in Section 9(a) hereof. 
 “Lock-Up Agreement” means, with respect to each Designated Stockholder, the lock-up agreement entered into by such Designated Stockholder with the underwriters of the Initial Public
Offering. 
 “Majority Designated Stockholders” means beneficial owners of Registrable Securities representing
more than 50% of the total number of outstanding Registrable Securities. 
 “Market Price” means, on any date
of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding thirty days on which the national securities exchanges are open for trading; provided, however, that if the
Closing Price is determined pursuant to clause (d) of the definition of Closing Price, the “Market Price” means such Closing Price on the date of determination. 
 “Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section 5(f) hereof. 
 “Non-Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section 5(f) hereof. 
 “Permitted Assignee” means, with respect to any Person, to the extent applicable, (i) such Person’s parents, spouse, siblings, siblings’ spouses, children (including
stepchildren and adopted children), children’s spouses, grandchildren or grandchildren’s spouses thereof (“Family Members”), (ii) a corporation, partnership or limited liability company, a majority of the beneficial
interests of which shall be held by such Person, such Person’s Affiliates and/or such Person’s Family Members, (iii) a trust, the beneficiaries of which are such Person and/or such Person’s Family Members, (iv) such
Person’s heirs, executors, administrators, estate or a trust 

  
 4 








 
under such Person’s will, (v) an entity described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, that is established by such Person,
(vi) any Affiliate of such Person, (vii) any Person to whom such Person transfers Registrable Securities representing at least 1% of the outstanding Common Stock as of the date of such transfer and (viii) if such Person is a
corporation, partnership or limited liability company, any wholly-owned subsidiary of such entity or the direct or indirect partners, members, stockholders or Affiliates of such entity. 

“Permitted Withdrawal” has the meaning set forth in Section 3(g) hereof. 

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or
unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such
entity. 
 “Pledgee” has the meaning set forth in Section 2(d)(i) hereof. 

“Prospectus” means the prospectus related to any Registration Statement (including, without limitation, a prospectus or
prospectus supplement that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415, 430A, 430B or 430C under the Securities Act, as amended or supplemented by any
amendment or prospectus supplement), including post-effective amendments, and all materials incorporated by reference in such prospectus. 
 “Records” has the meaning set forth in Section 8(a)(viii) hereof. 
 “Registrable Securities” means, subject to Section 2(b) and Section 2(d)(i) hereof, any and all shares of Common Stock now or hereafter owned by the Designated Stockholders
or issuable upon conversion or exchange of any convertible or exchangeable securities or exercise of any warrants or options now or hereafter held by any of the Designated Stockholders. 

“Registration Expenses” has the meaning set forth in Section 8(d) hereof. 

“Registration Statement” means a registration statement filed pursuant to the Securities Act. 

“S-3 Initiating Holders” means Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P. (or if such
partnerships are dissolved, Rajaconda Holdings, Inc.). 
 “S-3 Participating Stockholders” has the meaning set
forth in Section 5(a) hereof. 
 “S-3 Registration” has the meaning set forth in Section 5(a) hereof.

 “Seasoned Issuer” means an issuer eligible to use Form S-3 or F-3 for a primary offering of securities
in reliance on General Instruction I.B.1 to such Form. 
 “Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder. 

  
 5 








 “Shelf Take-Down” has the meaning set forth in Section 5(f) hereof.

 “Specified Period” means, (i) with regard to the period after the effective date of the Registration
Statement for an Initial Public Offering, 180 days; and (ii) with regard to the period after the effective date of a Registration Statement for an offering other than an Initial Public Offering, 90 days; provided that, in each case, if
(i) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of such period or (ii) prior to the expiration of such period, the Company
announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with
NASD Rule 2711(f)(4), such period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be; provided, further, that, in each case, the Specified Period with respect to any
offering will end on the first date on which the underwriters of such offering have released the Company and all Designated Stockholders from the lock-up agreements entered into in connection with such offering. 

“underwritten public offering” of securities means a public offering of such securities registered under the Securities
Act in which an underwriter, placement agent or other intermediary participates in the distribution of such securities, including, without limitation, a Hedging Transaction in which a Hedging Counterparty participates. 

“Underwritten Shelf Take-Down” has the meaning set forth in Section 5(f) hereof. 

“Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 5(f) hereof. 

“Valid Business Reason” has the meaning set forth in Section 3(a) hereof. 

“Well-Known Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 promulgated
under the Securities Act and which (a) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (b) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and
is also eligible to use Form S-3 to register a primary offering of securities in reliance on General Instruction I.B.1 to such Form. 
 (b) Interpretation. For purposes of this Agreement, unless otherwise noted: 
 (i) All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent
replaced, the comparable successor laws, rules, regulations and forms thereto in effect at the time. 
 (ii) All references to
agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successor thereto. 

  
 6 








 (iii) All references to agreements and other contractual instruments shall be deemed to be
references to such agreements or other instruments as they may be amended, waived, supplemented or modified from time to time. 

(iv) All references to any amount of securities (including Registrable Securities) shall be deemed to be a reference to such amount
measured on an as-converted or as-exercised basis. 
 (v) If either of the CI Partnerships is dissolved or effects any
distribution of 25% or more of the Registrable Securities then held by such partnership, (A) Rajaconda Holdings, Inc. shall have the sole right to make all decisions with respect to any Registrable Securities that were distributed by such CI
Partnership as if it is the Designated Stockholder of such Registrable Securities, including, without limitation, the right to make a request any Demand Registration under Section 3, the right to make a request any Incidental or
“Piggy-Back” Registrations under Section 4, the right to initiate any shelf registration statement on Form S-3 and any offering or sale with respect to any Registrable Securities included in any shelf registration statement under
Section 5 and the right to consent or approve any amendment to this Agreement or any waiver of any provision of this Agreement under Section 11 and (B) for purposes of clause (A) and otherwise under this Agreement, the amount of
Registrable Securities deemed to be held by Rajaconda Holdings, Inc. shall be the amount of Registrable Securities distributed by the CI Partnerships less any amount of Registrable Securities transferred or sold by the distributees or their
Permitted Transferees. 
 2. General; Securities Subject to this Agreement. 

(a) Grant of Rights. The Company hereby grants registration rights to the Designated Stockholders upon the terms and conditions
set forth in this Agreement. 
 (b) Registrable Securities. For the purposes of this Agreement, Registrable Securities
held by any Designated Stockholder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable
Securities have been disposed of pursuant to such effective Registration Statement, (ii) in the opinion of counsel reasonably satisfactory to the Company, the entire amount of the Registrable Securities held by any Designated Stockholder
may be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (iii) the Registrable Securities have ceased to be outstanding. 

(c) Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of
record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities whether or not such purchase, conversion, exercise or exchange has actually been effected.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the
registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion, exercise or exchange of another security shall be deemed outstanding for the purposes of this Agreement. 


  
 7 








 (d) Transfer of Registration Rights. 

(i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this
Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“Pledgee”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a
Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of
such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not
be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable
Securities representing more than 1% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer
constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such
pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction. 

(ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the
transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this
Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it
participated. 
 3. Demand Registration. 
 (a) Request for Demand Registration. To the extent permitted by applicable law and regulations, at any time, the Initiating Holders may make a written request to the Company to register, and the
Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable
Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations, (ii) a Demand Registration if the Initiating Holders propose to sell
Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand
Registration) to the public of less than $20,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) any


  
 8 








 
such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of
the Company (other than a Registration Statement on Form S-4 or S-8). In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued
because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the
Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for
preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement)
relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason
and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more
than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt
amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid
Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this
Section 3(a) due to a Valid Business Reason (i) for more than 90 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders
shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. 
 (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Any Designated Stockholder which has not requested a registration under Section 3(a) hereof may, pursuant
to this Section 3(b), offer its Registrable Securities under any Demand Registration. The Company shall (i) as promptly as practicable, but in no event later than five Business Days after the receipt of a request for a Demand
Registration from the Initiating Holders, give written notice thereof to all of the Designated Stockholders (other than Initiating Holders), which notice shall specify the type and number of Registrable Securities subject to the request for Demand
Registration and the intended method of disposition of such Registrable Securities, and (ii) subject to Section 3(e) hereof, include in the Registration Statement filed pursuant to the Demand Registration all of the Registrable Securities
held by such Designated Stockholders from whom the Company has received a written request for inclusion therein within ten Business Days of the date on which the Company sent the written notice referred to in clause (i) above. Each such request
by such Designated Stockholders shall specify the type and number of Registrable Securities proposed to be registered. The failure of any Designated Stockholder to respond within such ten Business Day period referred to in clause 

  
 9 








 
(ii) above shall be deemed to be a waiver of such Designated Stockholder’s rights under this Section 3(b) with respect to such Demand Registration. Any Designated Stockholder may
waive its rights under this Section 3(b) by giving written notice to the Company. 
 (c) Effective Demand
Registration. Subject to Section 3(a), the Company shall use its commercially reasonable efforts (taking into account, among other things, accounting and regulatory matters) to file a Registration Statement relating to the Demand
Registration and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under
Section 3(a) hereof and to remain continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold or (ii) one hundred twenty days. 

(d) Expenses. Except as provided in Section 3(g) or 8(d) hereof, the Company shall pay all Registration Expenses in
connection with a Demand Registration, whether or not such Demand Registration becomes effective. 
 (e) Underwriting
Procedures. If the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment
underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with any Demand Registration under this
Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be
included in such underwritten offering unless such Designated Stockholder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter (including, without limitation, offering price,
underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as set forth below. If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included
in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such Demand Registration, to the extent of the amount that
the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or
3(b) hereof, which Registrable Securities shall be allocated pro rata among the Designated Stockholders participating in the offering, based on the aggregate number of Registrable Securities held by each such Designated Stockholder,
second, any other securities of the Company requested by any other holders thereof to be included in such registration, pro rata among such other holders based on the number of securities held by each such holder, except to the extent any
such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and third, securities offered by the Company for its own account.

 (f) Selection of Underwriters. If any Demand Registration or S-3 Registration, as the case may be, of Registrable
Securities is in the form of an underwritten 

  
 10 









 
public offering, the Initiating Holders or S-3 Initiating Holders, as the case may be, shall select and obtain one or more investment banking firms of national or regional reputation to act as
the managing underwriter or underwriters of the offering; provided, however, that such firm or firms shall, in any case, also be approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned. If any S-3
Registration of Registrable Securities is in the form of a Hedging Transaction, the S-3 Initiating Holders shall select and obtain an investment banking firm of national or regional reputation to act as the Hedging Counterparty of the Hedging
Transaction; provided, however, that such firm shall, in any case, also be approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned. An investment banking firm or firms selected pursuant to this
Section 3(f) shall be referred to as the “Approved Underwriter” herein. 
 (g) Withdrawal. The
Initiating Holders shall be entitled to withdraw or revoke a request for a Demand Registration without the prior written consent of the Company if (i) such withdrawal or revocation is as a result of facts or circumstances arising after the date
on which a request for a Demand Registration was made and the Initiating Holders reasonably determine that participation in such registration would have a material adverse effect on the Initiating Holders, (ii) the Closing Price is more than
twenty percent lower than the Closing Price on the date the Initiating Holders requested such Demand Registration or (iii) the Initiating Holders agree to pay all fees and expenses incurred by the Company in connection with such withdrawn
registration (each, a “Permitted Withdrawal”). If a Permitted Withdrawal occurs under clauses (i) or (ii) above, the related Demand Registration shall be counted as a Demand Registration for purposes of Section 3(a)
hereof, and if a Permitted Withdrawal occurs under clause (iii) above, the related Demand Registration shall not be counted as a Demand Registration for purposes of Section 3(a) hereof. Any Permitted Withdrawal shall constitute and effect
an automatic withdrawal by all other Initiating Holders and any other Designated Stockholder participating in such Demand Registration pursuant to the provisions of Section 3(b) hereof. 

4. Incidental or “Piggy-Back” Registration. 
 (a) Request for Incidental or “Piggy-Back” Registration. If the Company proposes to file a Registration Statement with respect to an offering of Common Stock by the Company for its own
account (other than a Registration Statement on Form S-4 or S-8) or for the account of any stockholder of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof (other than in connection with an Initial Public
Offering), then the Company shall give written notice (an “Incidental Registration Notice”) of such proposed filing to each of the Designated Stockholders at least ten Business Days before the anticipated filing date, which notice
shall describe the proposed registration and distribution and offer such Designated Stockholders the opportunity to register the number of Registrable Securities that each such Designated Stockholder may request (an “Incidental
Registration”). Any such request by a Designated Stockholder must be made in writing and received by the Company within ten Business Days of the date on which the Company sent the Incidental Registration Notice. The failure of any
Designated Stockholder to respond to an Incidental Registration Notice within ten Business Days shall be deemed a waiver of such Designated Stockholder’s rights under this Section 4(a) with respect to such Incidental Registration. The
Company shall use its 

  
 11 









 
commercially reasonable efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each
Designated Stockholder who has requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include the number of such Designated Stockholder’s Registrable Securities indicated by such Designated
Stockholder in such offering on the same terms and conditions as the Common Stock of the Company or the account of such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any
reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be
required to include any Registrable Securities in such underwritten offering unless the Designated Stockholders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the
Company Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as set forth below. If the Company Underwriter determines that the aggregate amount
of the securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the securities in such offering, then the Company shall include in such Incidental
Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, (i) all of the securities to be offered for the account of the Company, in the case of a
Company initiated Incidental Registration or (ii) all of the securities to be offered for the account of the stockholders who have requested such Incidental Registration, pro rata among such requesting stockholders based on the number of
securities held by each such holder, second, any Registrable Securities and any other shares of Common Stock requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to
be included in such registration (to the extent that the holders of such securities do not have priority to be included in such registration), pro rata among the Designated Stockholders and such other holders based on the number of securities held
by each such holder, and third, all of the securities to be offered for the account of the Company, in the case of an Incidental Registration initiated by any stockholder of the Company. 

Notwithstanding the foregoing, all of the Designated Stockholders hereby waive any notice requirements under this Section 4(a) in
respect of the Initial Public Offering and any Designated Stockholder who has not registered any of its Registrable Securities in the Initial Public Offering hereby waives any rights under this Section 4 to include such Registrable Securities
in the Initial Public Offering. 
 (b) Expenses. Except as provided in Section 8(d) hereof, the Company shall bear
all Registration Expenses in connection with any Incidental Registration pursuant to this Section 4, whether or not such Incidental Registration becomes effective. 
 5. Form S-3 Registration. 
 (a) Request for a Form S-3
Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from the S-3


  
 12 









 
Initiating Holders a written request that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or a portion of the
Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the
Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such
Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other
Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written
notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to
each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in
such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable
efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become
effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable
Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by
written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3
Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the
names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder. 
 (b)
Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment
underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with any S-3 Registration under this
Section 5 involving an underwritten public offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 5(a) hereof shall be included in
such underwritten offering unless such Designated Stockholder accepts the terms of the offering as agreed upon by the Company, the S-3 Initiating Holders and the Approved Underwriter (including, without limitation, offering price, underwriting
commissions and discounts and lockup agreement terms) 

  
 13 









 
and then only in such quantity as set forth below. If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such
offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then the Company shall include in such offering, to the extent of the amount that the Approved
Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Stockholders participating in the offering under Section 5(a) hereof, which Registrable
Securities shall be allocated pro rata among such Designated Stockholders participating in the offering, based on the number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Company
requested by holders thereof to be included in such registration, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the
Company, and third, securities offered by the Company for its own account. 
 (c) Limitations on Form S-3
Registrations. If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason exists, (x) the Company may postpone filing a Registration Statement relating to an S-3 Registration (but not the preparation of
the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than sixty days after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and
(y) in case a Registration Statement has been filed relating to an S-3 Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than
sixty days have passed since such postponement, the S-3 Initiating Holders may request the prompt amendment or supplement of such Registration Statement or a new S-3 Registration). The Company shall give written notice to all Designated Stockholders
of its determination to postpone or delay amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or delay no longer exists, in each case, promptly after the occurrence thereof.
Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing or delay amending or supplementing a filing under this Section 5(c) due to a Valid Business Reason (i) for more than 90 days in any
twelve-month period or (ii) for more than 60 days in any rolling 90 day period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a) hereof (i) within the Specified Period after the
effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto), (ii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or
(iii) if the S-3 Initiating Holders, together with the Designated Stockholders (other than S-3 Initiating Holders) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price
(calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such S-3 Registration under Section 5(a) hereof) to the public of less than $20,000,000.

 (d) Expenses. Except as provided in Section 8(d) hereof, the Company shall bear all Registration Expenses in
connection with any S-3 Registration pursuant to this Section 5, whether or not such S-3 Registration becomes effective. 

  
 14 









 (e) Automatic Shelf Registration Statement. After the Registration Statement with
respect to a S-3 Registration that is an Automatic Shelf Registration Statement becomes effective, upon written request by the S-3 Initiating Holders, the Company shall, as promptly as practicable after receiving such request, (i) file with the
Commission a prospectus supplement naming the S-3 Participating Stockholders as selling stockholders and the amount of Registrable Securities to be offered and include, to the extent not included or incorporated by reference in the Registration
Statement, any other information omitted from the Prospectus used in connection with such Registration Statement as permitted by Rule 430B promulgated under the Securities Act (including the plan of distribution and the names of any underwriters,
placement agents or brokers) and (ii) pay any necessary filing fees to the Commission within the time period required. 

(f) Shelf Take-Downs. (i) Any Designated Stockholder (an “Initiating Shelf Holder”) that holds Registrable
Securities included in a Form S-3 that provides for offers and sales of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Form S-3 Shelf Registration Statement”) may initiate an offering
or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 5(f) shall apply; provided that the consent of Rajaconda Holdings, Inc. shall be required for any
Shelf Takedown by a CI Distributee. 
 (ii) If in connection with any Shelf Take-Down, the S-3 Initiating Holders so elect in a
written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten public offering (an “Underwritten Shelf Take-Down”) and, subject to the
limitations set forth in the proviso to Section 5(a), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable. Such S-3 Initiating Holders shall indicate
in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the
underwriters (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall
promptly (but in any event no later than ten Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other S-3 Participating Stockholders and
shall permit the participation of all such S-3 Participating Stockholders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within ten Business Days after the receipt of such notice of their election to
participate. The provisions of Section 5(b) (other than the first sentence thereof) shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down. 

(iii) If any Initiating Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf
Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), such Initiating Shelf Holder shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed
Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed 

  
 15 









 
Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing
thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down), and,
subject to the limitations set forth in Section 5(a), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable. 

6. Hedging Transactions. 
 (a) In any S-3 Registration, the S-3 Initiating Holders may (on behalf of themselves and the Designated Stockholders) elect to engage in a Hedging Transaction. The Company agrees that, in connection with
any proposed Hedging Transaction, if, in the reasonable judgment of Designated Stockholders’ Counsel (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging
Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a
prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging
Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable, or any change to the plan of distribution) as may reasonably be required to
register such Hedging Transaction or sales or transfers of Registrable Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of
Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 6(a) shall, for purposes of Section 9 hereof, be deemed to be
information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9 hereof. 

(b) The selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the Hedging Counterparty shall be
selected by the Designated Stockholders holding a majority of the Registrable Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. 

(c) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an
underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. 
 (d) The Company further agrees to include, under the caption “Plan of Distribution” (or the equivalent caption), in each Registration Statement and any related Prospectus (to the extent such
inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Registration Statement), language substantially in the form of Annex B hereto
and to 

  
 16 









 
include in each Prospectus supplement filed in connection with any proposed Hedging Transaction language mutually agreed upon by the Company, the relevant Designated Stockholder and the Hedging
Counterparty describing such Hedging Transaction. 
 7. Holdback Agreements. 

(a) Restrictions on Public Sale by Designated Stockholders. 

(i) To the extent requested by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten
public offering, each Designated Stockholder (other than any Pledgee or Hedging Counterparty) agrees (x) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or
exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any successor rule or regulation) promulgated under the Securities Act, or offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of, any Registrable Securities and (y) except as otherwise consented to by the Company, not to make any request for a Demand
Registration or S-3 Registration under this Agreement, in each case, during the Specified Period following the effective date of such Registration Statement, except in each case as part of such underwritten public offering. 

(ii) In connection with the Initial Public Offering, to the extent requested by the managing underwriter therefor, each Designated
Stockholder agrees to enter into a Lock-Up Agreement. 
 (iii) Notwithstanding anything herein to the contrary, no Pledgee or
Hedging Counterparty shall be required to agree to any restriction on its ability to trade in any securities, including the restrictions set forth in this Section 7(a). The Designated Stockholders hereby agree that they shall act in good faith
with respect to the restrictions set forth in this Section 7(a) and shall take no action or omit to take any action with the intention of circumventing or evading the restrictions applicable to them under this 7(a). 

(b) Restrictions on Public Sale by the Company. Unless the Company shall have received the prior written consent of the Majority
Designated Stockholders, the Company agrees not to (i) effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on
Form S-4 or S-8), (ii) file any Registration Statements relating to the registration of securities for the Company’s account (except pursuant to registrations on Form S-4 or S-8), or (iii) make any public announcements
related to clause (i) or (ii), in each case, during the period beginning on the effective date of any Registration Statement relating to a registration in which the Designated Stockholders of Registrable Securities are participating and ending
on the earlier of (x) the date on which all Registrable Securities registered on such Registration Statement are sold and (y) the Specified Period after the effective date of such Registration Statement (except as part of such
registration). 

  
 17 









 8. Registration Procedures. 

(a) Obligations of the Company. Whenever registration of Registrable Securities has been requested or required pursuant to
Section 3, Section 4 or Section 5 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof
as quickly as practicable, and in connection with any such request, the Company shall: 
 (i) use its commercially reasonable
efforts (taking into account, among other things, accounting and regulatory matters) to, as expeditiously as possible, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel
for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective;
provided, however, that (x) before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, any documents incorporated by reference therein), or before using any Free
Writing Prospectus, the Company shall provide one firm of legal counsel selected by the Designated Stockholders holding a majority of the Registrable Securities being registered in such registration (“Designated Stockholders’
Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an
“Inspector” and collectively, the “Inspectors”) with an opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) and each Free
Writing Prospectus to be filed with the Commission, subject to such documents being under the Company’s control, and (y) the Company shall notify the Designated Stockholders’ Counsel and each seller of Registrable Securities pursuant
to such Registration Statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; 

(ii) use its commercially reasonable efforts to, as expeditiously as possible, 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 the lesser of (x) one hundred twenty days (or, in the case of an S-3 Registration,
three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act) and (y) such shorter period which will terminate when all Registrable
Securities covered by such Registration Statement have been sold (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and
comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in
such Registration Statement; 
 (iii) as expeditiously as possible, furnish to each seller of Registrable Securities such
number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the Prospectus included in 

  
 18 









 
such Registration Statement (including each preliminary Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any Free Writing Prospectus as each such seller may
reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; 
 (iv) use its
commercially reasonable efforts to, as expeditiously as possible, register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably
request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller requests or until all of such Registrable Securities are
sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller;
provided, however, that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 8(a)(iv), (y) subject itself
to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction; 
 (v) as
expeditiously as possible following its actual knowledge thereof, notify each seller of Registrable Securities: (A) when a Prospectus, any Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective
amendment to a Registration Statement has been filed with the Commission, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission or any other
federal or state governmental authority for amendments or supplements to a Registration Statement, related Prospectus or Free Writing Prospectus or for additional information; (C) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (D) of the existence of any fact
or happening of any event of which the Company has knowledge which makes any statement of a material fact in such Registration Statement, related Prospectus or Free Writing Prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue or which would require the making of any changes in the Registration Statement, Prospectus or Free Writing Prospectus in order that, in the case of the Registration Statement, it will not contain any 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 not misleading, and that in the case of such Prospectus or Free Writing Prospectus, it will not contain any 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 the light of the circumstances under which they were made, not misleading; 

(vi) use its commercially reasonable efforts to, as expeditiously as possible, upon the occurrence of any event contemplated by
Section 8(a)(v)(D) hereof or, subject to Sections 3(a) and 5(c) hereof, the existence of a Valid Business Reason, prepare a supplement or amendment to such Registration Statement, related Prospectus or Free Writing Prospectus and furnish
to each seller of Registrable Securities a reasonable number of copies of such supplement to, or amendment of, such Registration Statement, Prospectus or Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such
Registrable 

  
 19 









 
Securities, in the case of the Registration Statement, it will not contain any 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 not misleading, and that in the case of such Prospectus or Free Writing Prospectus, it will not contain any 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 under which they were made, not misleading; 
 (vii) enter into
and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5 hereof, as the case may
be) and take such other commercially reasonable actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing its appropriate
officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if and as applicable, and causing counsel to the Company to deliver customary legal opinions in
connection with any such underwriting agreements; 
 (viii) make available at reasonable times for inspection by any Inspector
all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm
their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration
Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors
on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each Inspector agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in
preventing the disclosure of such Records, such Inspector agrees that it shall furnish only such portion of those Records that it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded to those Records; 
 (ix) if such sale is pursuant to an underwritten public offering,
obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and
covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests; 

  
 20 









 (x) furnish, at the request of any seller of Registrable Securities on the date such
securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion,
dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of
which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions; 
 (xi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the
effective date of the Registration Statement, an earnings statement covering a period of twelve months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated under the Securities Act; 
 (xii) cause any shares of Common Stock included in
the Registration Statement to be listed on each securities exchange on which the Common Stock is then listed, provided that the applicable listing requirements are satisfied; 

(xiii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with FINRA; 
 (xiv) cause the
Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the
seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities; 
 (xv) provide a
transfer agent and registrar for the Registrable Securities and a CUSIP number for the Registrable Securities; 
 (xvi) take
all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby and reasonably cooperate with the holders or underwriters (in the case of an underwritten offering) of such Registrable Securities to
facilitate the disposition of such Registrable Securities pursuant thereto; 
 (xvii) within the deadlines specified by the
Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; and 
 (xviii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under
this Agreement (and any offering covered thereby). 

  
 21 









 (b) Seller Requirements. In connection with any offering under any Registration
Statement under this Agreement, each Designated Stockholder (i) shall promptly furnish to the Company in writing such information with respect to such Designated Stockholder and the intended method of disposition of its Registrable Securities
as the Company may reasonably request or as may be required by law or regulations for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order
to make the information previously furnished to the Company by such Designated Stockholder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a
material fact with respect to such Designated Stockholder necessary in order to make the statements therein not misleading; (ii) shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with
all applicable regulations in connection with the registration and the disposition of the Registrable Securities; and (iii) shall not use any Free Writing Prospectus without the prior written consent of the Company. If any seller of Registrable
Securities fails to provide such information required to be included in such Registration Statement by applicable securities laws or otherwise necessary or desirable in connection with the disposition of such Registrable Securities in a timely
manner after written request therefor, the Company may exclude such seller’s Registrable Securities from a registration under Sections 3, 4 or 5 hereof. 
 (c) Notice to Discontinue. Each Designated Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(a)(v)(D)
hereof or, subject to Section 3(a) and 5(c) hereof, the existence of Valid Business Reason, such Designated Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until such Designated Stockholder’s receipt of the copies of the supplemented or amended Prospectus or Free Writing Prospectus contemplated by Section 8(a)(vi) hereof (or if no supplemental or amended
prospectus or Free Writing Prospectus is required, upon confirmation from the Company that use of the Prospectus or Free Writing Prospectus is once again permitted) and, if so directed by the Company, such Designated Stockholder shall deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such Designated Stockholder’s possession, of the Prospectus or Free Writing Prospectus covering such Registrable Securities which is current at the
time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the
period referred to in Section 8(a)(ii) hereof) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 8(a)(v)(D) hereof to and including the date when sellers of such
Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus or Free Writing Prospectus contemplated by and meeting the requirements of Section 8(a)(v) hereof (or if no
supplemental or amended prospectus or Free Writing Prospectus is required, upon confirmation from the Company that use of the Prospectus or Free Writing Prospectus is once again permitted). 

(d) Registration Expenses. Except as provided under the last sentence of this Section 8(d), the Company shall pay all
expenses arising from or incident to its 

  
 22 









 
performance of, or compliance with, this Agreement, including, without limitation (i) all expenses, including filing fees, in connection with the preparation and filing of the Registration
Statement, preliminary prospectus or final prospectus and amendments and supplements thereto, (ii) Commission, stock exchange and FINRA registration (including any counsel retained in connection with FINRA registration) and filing fees,
(iii) transfer agents’ and registrars’ fees and expenses, (iv) all expenses with respect to road shows, (v) all fees and expenses incurred in complying with state securities or “blue sky” laws (including reasonable
fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (vi) all printing, messenger and
delivery expenses, (vii) the fees, charges and expenses of counsel to the Company and of its independent registered public accounting firm and any other accounting fees, charges and expenses incurred by the Company (including, without
limitation, any expenses arising from any “cold comfort” letters or any special audits incident to or required by any registration or qualification) and the reasonable and documented legal fees, charges and expenses of Designated
Stockholder’s Counsel and (viii) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, Incidental Registration or S-3 Registration pursuant to the
terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 8(d) are referred to herein as “Registration Expenses.”
The Designated Stockholders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to the registration and sale of such
Designated Stockholders’ Registrable Securities and shall, other than as set forth in clause (vii) above, bear the fees and expenses of their own counsel. 
 9. Indemnification; Contribution. 
 (a) Indemnification by the
Company. The Company agrees to indemnify and hold harmless each Designated Stockholder, its partners, directors, officers, Affiliates, stockholders, members, employees, trustees and each Person who controls (within the meaning of
Section 15 of the Securities Act) such Designated Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and
reasonable attorneys’ fees and expenses) (each, a “Liability” and collectively, “Liabilities”), arising out of or based upon (a) any untrue, or allegedly untrue, statement of a material fact contained in
the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement,
the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;
provided, however, that the Company shall not be held liable in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission contained in such
Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto in reliance upon and in conformity with information concerning such Designated Stockholder furnished in writing to the Company by
or on behalf of such Designated Stockholder expressly for use therein, 

  
 23 









 
including, without limitation, the information furnished to the Company pursuant to Sections 8(b) and 9(b) hereof. The Company shall also provide customary indemnities to any underwriters of
the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification
of the Designated Stockholders of Registrable Securities. 
 (b) Indemnification by Designated Stockholders. In
connection with any offering in which a Designated Stockholder is participating pursuant to Section 3, 4 or 5 hereof, such Designated Stockholder agrees severally to indemnify and hold harmless the Company, the other Designated Stockholders,
any underwriter retained by the Company and each Person who controls the Company, the other Designated Stockholders or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from
the Company to the Designated Stockholders (including indemnification of their respective partners, directors, officers, Affiliates, stockholders, members, employees, trustees and Controlling Persons), but only to the extent that Liabilities arise
out of or are based upon a statement or alleged statement or an omission or alleged omission that was made in reliance upon and in conformity with information with respect to such Designated Stockholder furnished in writing to the Company by or on
behalf of such Designated Stockholder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the
Company pursuant to Section 8(b) hereof; provided, however, that the total amount to be indemnified by such Designated Stockholder pursuant to this Section 9(b) shall be limited to the net proceeds received by such Designated
Stockholders in the offering to which such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto relates. 
 (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification or contribution hereunder (the “Indemnified Party”) agrees to give prompt written notice to the
indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the
Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it
may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). If notice of commencement of any such action is
given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at
its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. Each Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
reasonable and documented out-of-pocket fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such
action with counsel reasonably satisfactory to the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the 

  
 24 









 
Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the
same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the
Indemnifying Party. In any of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not be liable for the
reasonable and documented out-of-pocket fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties and all such reasonable and documented out-of-pocket fees and expenses shall be
reimbursed as incurred. No Indemnifying Party shall be liable for any settlement entered into without its written consent. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that
are the subject matter of such proceeding. Notwithstanding the foregoing, if at any time an Indemnified Party shall have requested the Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this
Section 9, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without the Indemnifying Party’s written consent if (i) such settlement is entered into more than thirty business days
after receipt by the Indemnifying Party of the aforesaid request and (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request or contested the reasonableness of such fees and expenses prior to
the date of such settlement. 
 (d) Contribution. If the indemnification provided for in this Section 9 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder or insufficient to hold harmless an Indemnified Party in respect of any Liabilities referred to herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the
actions which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 9(a), 9(b) and 9(c) hereof, any reasonable and documented out-of-pocket legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding;
provided, that the total amount to be contributed by any Designated Stockholder shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Designated Stockholder in the offering.


  
 25 









 The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. 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. 

10. Rule 144. The Company covenants from and after the IPO Pricing Date that it shall take such action as may be required from
time to time to enable such Designated Stockholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule
may be amended from time to time, or (ii) any similar rules or regulations hereafter adopted by the Commission. The Company shall, upon the request of any Designated Stockholder, deliver to such Designated Stockholder a written statement
as to whether it has complied with such requirements. 
 11. Miscellaneous. 

(a) Stock Splits, etc. The provisions of this Agreement shall be appropriately adjusted for any stock dividends, splits, reverse
splits, combinations recapitalizations and the like occurring after the date hereof. 
 (b) No Inconsistent Agreements.
The Company hereby represents and warrants that it has not previously entered into any agreement granting registration rights to any Person with respect to any securities of the Company. The Company shall not enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Designated Stockholders in this Agreement or grant any additional registration rights to any Person or with respect to any securities that are not Registrable Securities which rights
are inconsistent with the rights granted in this Agreement. 
 (c) Remedies. The Designated Stockholders, in addition to
being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate. 

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given unless consented to in writing by the Company and the Majority Designated Stockholders; provided, however, that no amendment, modification,
supplement, waiver or consent to depart from the provisions hereof shall be effective if such amendment, modification, supplement, waiver or consent to depart from the provisions hereof materially and adversely affects the substantive rights or
obligations of one Designated Stockholder, or group of Designated Stockholders, without a similar and proportionate effect on the substantive rights or obligations of all Designated Stockholders, unless each such disproportionately affected
Designated Stockholder consents in writing thereto. 

  
 26 









 (e) Notices. All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopy, electronic transmission, courier service or personal delivery: 

 

	 	(i)	If to the Company: 

 Ply Gem
Holdings, Inc. 
 5020 Weston Parkway, Suite 400 
 Cary, North Carolina 27513 
 Telecopy: (919) 677-3914 

Attention: Timothy Johnson, Esq. 
 with a copy to: 
 Paul, Weiss, Rifkind, Wharton & Garrison LLP

 1285 Avenue of the Americas 
 New York, New York 10019-6064 
 Telecopy: (212) 492-0025

 Attention: John C. Kennedy, Esq. 
  

	 	(ii)	If to any Designated Stockholder, at its address as it appears in the books and records of the Company. 


All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial courier service; five Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied, or electronically transmitted. Any
party may by notice given in accordance with this Section 11(e) designate another address or Person for receipt of notices hereunder. 
 (f) Permitted Assignees; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the permitted assignees of the parties hereto as provided in Section 2(d)
hereof. Except as provided in Section 9 hereof, no Person other than the parties hereto and their permitted assignees is intended to be a beneficiary of this Agreement. 
 (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) Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
 (i)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 

  
 27 









 (j) Jurisdiction. Any action or proceeding against any party hereto relating in any
way to this Agreement or the transactions contemplated hereby may be brought and enforced in the federal or state courts in the State of New York, and each party, on behalf of itself and its respective successors and assigns, irrevocably
consents to the jurisdiction of each such court in respect of any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the service of process in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such person or entity at the address for such person or entity set forth in Section 11(e) hereof of this Agreement or such other
address as such person or entity shall notify the other in writing. The foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by law or to bring any action or proceeding, or to obtain execution of
any judgment, in any other jurisdiction. 
 Each party, on behalf of itself and its respective successors and assigns, hereby
irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to this Agreement or the transactions contemplated hereby in any court located in the State of
New York or located in any other jurisdiction chosen by the Company in accordance with Section 11(j) hereof. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court
located in the State of New York is not a convenient forum for any such action or proceeding. 
 Each party, on behalf of
itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after
judgment) and execution to which he might otherwise be entitled in any action or proceeding relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any
other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. 

(k) WAIVER OF JURY TRIAL. EACH PARTY, ON BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 (l) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired. 
 (m) Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. Terms defined in the singular have a
comparable meaning when used in the plural, and vice versa. 

  
 28 









 (n) 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 with respect to the subject matter contained herein. There are no restrictions, promises, representations,
warranties or undertakings with respect to the subject matter contained herein, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject
matter. 
 (o) Further Assurances. Each of the parties shall execute such documents and perform such further acts as may
be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 
 (p) Other
Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under, or any restrictions on the transfer of Registrable Securities or other securities of the Company
imposed by, any other agreement. 
 [Remainder of page intentionally left blank] 

  
 29 









 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this
Registration Rights Agreement on the date first written above. 
  

			
	PLY GEM HOLDINGS, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	CAXTON-ISEMAN (PLY GEM), L.P.
		
	By:	 	Rajaconda Holdings, Inc., its general partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	CAXTON-ISEMAN (PLY GEM) II, L.P.
		
	By:	 	Rajaconda Holdings, Inc., its general partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	[DESIGNATED STOCKHOLDERS]
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Registration Rights Agreement] 







 Annex A 
 [Name and Address of Transferee] 
 Ply Gem Holdings, Inc. 

5020 Weston Parkway, Suite 400 
 Cary, North
Carolina 27513 
 [Name and Address of Transferor] 
                 , 20     
 Ladies and Gentlemen: 
 Reference is made to the Registration Rights Agreement,
dated as of                 , 2013 (the “Registration Rights Agreement”), by and among Ply Gem Holdings, Inc., a Delaware corporation, and the certain
stockholders named therein. All capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Registration Rights Agreement. 
 In connection with the transfer by [Name of Transferor] of Registrable Securities with associated registration rights under the Registration Rights Agreement to [Name of Transferee] as
transferee (the “Transferee”), the Transferee hereby agrees to be bound as a Designated Stockholder by the provisions of the Registration Rights Agreement as provided under Section 2(d)(i) thereto. 

This agreement shall be governed by New York law. 

 

			
	Yours sincerely,
	
	[Name of Transferee]
		
	By:	 	  

		 	Name:
		 	Title:









 Annex B 
 Plan of Distribution 
 A selling stockholder may also enter into
hedging and/or monetization transactions. For example, a selling stockholder may: 
  

	•	 	 enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become
a selling stockholder and engage in short sales of our common stock under this prospectus, in which case the other party may use shares of our common stock received from the selling stockholder to close out any short position;



  

	•	 	 initiate block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; 


  

	•	 	 sell short our common stock under this prospectus and use shares of our common stock held by the selling stockholder to close out any short position;



  

	•	 	 enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the
Securities Act, shares of our common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer shares of our common stock under this
prospectus; 


  

	•	 	 initiate an exchange distribution in accordance with the rules of the applicable exchange; 



 

	•	 	 loan or pledge shares of our common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling
stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus; or 



 

	•	 	 enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by the selling stockholder or borrowed from the selling stockholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the
selling stockholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post
effective amendment).