EX-4.3



 Exhibit 4.3 

FORM OF 
 PSAV, INC.

 REGISTRATION RIGHTS AGREEMENT 







 TABLE OF CONTENTS 

 

							
	 ARTICLE I
	 	 DEFINITIONS
	  	 	1	  
			
	 Section 1.01.
	 	 Definitions
	  	 	1	  
			
	 Section 1.02.
	 	 General Interpretive Principles
	  	 	6	  
			
	 ARTICLE II
	 	 REGISTRATION RIGHTS
	  	 	6	  
			
	 Section 2.01.
	 	 Demand Registration.
	  	 	6	  
			
	 Section 2.02.
	 	 Piggyback Registration.
	  	 	8	  
			
	 Section 2.03.
	 	 Shelf Registration.
	  	 	9	  
			
	 Section 2.04.
	 	 Lock-Up Agreements.
	  	 	10	  
			
	 Section 2.05.
	 	 Registration Procedures
	  	 	11	  
			
	 ARTICLE III
	 	 INDEMNIFICATION AND CONTRIBUTION
	  	 	15	  
			
	 Section 3.01.
	 	 Indemnification.
	  	 	15	  
			
	 Section 3.02.
	 	 Contribution.
	  	 	17	  
			
	 ARTICLE IV
	 	 MISCELLANEOUS
	  	 	18	  
			
	 Section 4.01.
	 	 Term
	  	 	18	  
			
	 Section 4.02.
	 	 Existing Registration Statements
	  	 	18	  
			
	 Section 4.03.
	 	 Other Activities
	  	 	18	  
			
	 Section 4.04.
	 	 Specific Performance, Cumulative Remedies
	  	 	18	  
			
	 Section 4.05.
	 	 Attorneys’ Fees
	  	 	19	  
			
	 Section 4.06.
	 	 Notices
	  	 	19	  
			
	 Section 4.07.
	 	 Amendment
	  	 	20	  
			
	 Section 4.08.
	 	 Restriction on Issuer/ Issuer Grants of Subsequent Registration Rights
	  	 	20	  
			
	 Section 4.09.
	 	 Cooperation by the Issuer
	  	 	21	  
			
	 Section 4.10.
	 	 Successors, Assigns and Transferees
	  	 	21	  
			
	 Section 4.11.
	 	 Binding Effect
	  	 	22	  
			
	 Section 4.12.
	 	 Third Parties
	  	 	22	  
			
	 Section 4.13.
	 	 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
	  	 	22	  
			
	 Section 4.14.
	 	 Severability
	  	 	23	  
			
	 Section 4.15.
	 	 Counterparts.
	  	 	23	  
			
	 Section 4.16.
	 	 Headings
	  	 	23	  


  
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 REGISTRATION RIGHTS AGREEMENT 

REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2015, by and among PSAV, Inc., a Delaware corporation
(together with its successors and assigns, the “Issuer”), the GS Investor Group (as hereinafter defined), Olympus (as hereinafter defined, and together with the GS Investor Group, the “Investors”), the Management
Holders (as hereinafter defined) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto and any other Person who becomes a party hereto. 

WHEREAS, the Holders (as defined below) own Registrable Securities (as defined below); and 

WHEREAS, the parties desire to set forth certain registration rights applicable to the Registrable Securities. 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good
and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE
I 
 DEFINITIONS 

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, controls such first Person or is
controlled by said Person or is under common control with said Person, where “control” means the power and ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of a
Person, whether through ownership of voting shares or other equivalent interests of the controlled Person, by contract (including proxy) or otherwise; provided, that no Holder shall be deemed an Affiliate of any other Holder by reason of an
investment in, or holding Shares of, the Issuer. 
 “Agreement” has the meaning set forth in the Preamble. 

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

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City, New York are
authorized or required by applicable law to close. 
 “Commission” means the United States Securities and Exchange
Commission. 
 “Damages” has the meaning set forth in Section 3.01(a). 

“Demand Maximum Offering Size” has the meaning set forth in Section 2.01(d). 







 “Demand Registration” has the meaning set forth in Section 2.01(a).

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

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

“Governmental Authority” means any federal, state, local or foreign governmental authority, department, commission, board,
bureau, agency, court, instrumentality or judicial or regulatory body or entity. 
 “GS Holder” means any holder of
Registrable Securities that is an Affiliate of Goldman, Sachs & Co. 
 “GS Investor Group” means Broad Street
Principal Investments, L.L.C., Bridge Street 2013 Holdings L.P., MBD 2013 Holdings L.P and their Permitted Transferees. 

“Holder” means any GS Holder, any Olympus Holder, the Management Holders or any other holder of Registrable Securities who is
a party hereto and their Permitted Transferees. 
 “Initial Public Offering” means any initial underwritten sale of Share
Equivalents of the Issuer, any of its Subsidiaries or any Person that holds, directly or indirectly, all of the Share Equivalents or assets of the Issuer, pursuant to an effective Registration Statement under the Securities Act filed with the
Commission on Form S-1 (or a successor form) after which sale such Share Equivalents are (a) listed on a national securities exchange or authorized to be quoted on an inter-dealer quotation system of a registered national securities association
and (b) registered under the Exchange Act. 
 “Indemnified Party” shall mean (i) each Management Holder of the
Issuer, (ii) each officer and director of the Issuer and (iii) each Holder and their respective Affiliates, officers, managers, directors, employees, shareholders, partners, members, advisors or sub-advisors. 

“Indemnifying Party” has the meaning set forth in Section 3.01(c). 

“Inspectors” has the meaning set forth in Section 2.05(g). 

“Investors” has the meaning set forth in the Preamble. 

“IPO Indemnified Parties” has the meaning set forth in Section 3.01(a). 

“Issuer” has the meaning set forth in the Preamble. 

“Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of the date hereof, among the Issuer and the
Investors, as the same may be amended from time to time in accordance with the terms thereof. 

  
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 “Management Holder” means (i) [●] and their Permitted Transferees and
(ii) any Holder who is, or was, at any time an employee, officer, manager, director or consultant of, or other Person rendering services to, the Issuer or any of its Subsidiaries and is designated a Management Holder by the Board and their
Permitted Transferees. 
 “Olympus Holder” means any holder of Registrable Securities that is an Affiliate of Olympus
Advisors LLC, including for the avoidance of doubt, each Olympus Investor. 
 “Olympus” or “Olympus
Investor” means Olympus Growth Fund VI, L.P. and its Permitted Transferees. 
 “Participating Holder” shall mean
any Holder holding Registrable Securities covered by a Registration Statement. 
 “Permitted Transferee” means,
(i) with respect to any Investor, (x) any Affiliate of such Investor or (y) any passive Person, vehicle, account or fund that is managed, sponsored or advised by, pursuant to the terms of the Investment Advisers Act of 1940, as
amended, such Investor or any Affiliate thereof, so long as the decision-making control with respect to such interests after such Transfer to such passive Person, vehicle, account or fund remains with such Investor or any Affiliate thereof and
(ii) with respect to any Holder who is an individual, (A) in the event of such Holder’s death, such Holder’s heirs, executors, administrators, testamentary trustees, legatees or beneficiaries, (B) a trust, the beneficiaries
of which include only such Holder and the spouse and lineal descendants of such Holder and pursuant to which the Holder retains all of the voting interest in the Issuer, (C) a charitable trust pursuant to which the Holder retains all of the
voting interests in the Issuer, or (D) a closely held company with respect to which the Holder together with the Holder’s immediate family holds 100% of the beneficial interests. 

“Person” means any individual, corporation, limited liability company, partnership, association, trust or other entity or
organization, including a Governmental Authority and, where the context so permits, the legal representatives, successors in interest and permitted assigns of such Person. 

“Piggyback Maximum Offering Size” has the meaning set forth in Section 2.02(b). 

“Piggyback Registration” has the meaning set forth in Section 2.02(a). 

“Public Offering” means a public offering and sale of Share Equivalents for cash pursuant to an effective registration
statement under the Securities Act. 
 “Records” has the meaning set forth in Section 2.05(g). 

“Registrable Securities” shall mean, at any time, any Share Equivalents (other than non-participating, non-convertible
preferred stock) of the Issuer held by any Investor (including any Olympus Holder and any GS Holder), Management Member or any of their respective Permitted Transferees; provided, that Registrable Securities shall not include any shares
(i) the sale of which has been registered pursuant to the Securities Act and which shares have been sold pursuant to such registration, (ii) which have been sold or are eligible to be sold 


  
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or distributed pursuant to Rule 144 or Rule 145 without limitation as to time and volume, or (iii) which have been registered for resale pursuant to an effective Registration Statement on a
Form S-8 (or any successor or similar form); and provided, further, that, for the avoidance of doubt, all Registrable Securities held by the Investors or Management Holder shall remain subject to Section 4.10 of this
Agreement. 
 “Registration Expenses” means any and all expenses incident to the performance of or compliance with any
registration or marketing of securities, including all (i) registration and filing fees, FINRA fees and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer
quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities
registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any Registration Statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto,
(iv) security engraving and printing expenses, (v) internal expenses of the Issuer (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) fees and disbursements of counsel for
the Issuer and customary fees and expenses for independent certified public accountants retained by the Issuer (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants
of any comfort letters to be provided pursuant to Section 2.05(h) hereof), (vii) fees and expenses of any special experts retained by the Issuer in connection with such registration, (viii) reasonable fees and expenses of any
counsel to the Investors, (ix) fees and expenses in connection with any review of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter” or other independent
appraiser participating in any offering, including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and
commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements
and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in
connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees
and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies, and (xv) all other costs and expenses incurred by the Issuer or its officers in connection
with their compliance with Articles II, III and Sections 4.08, 4.09 and 4.10 hereof. 
 “Registration
Statement” shall mean any registration statement of the Issuer, under the Securities Act which permits the Public Offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus,
amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. 

  
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 “Securities Act” means the Securities Act of 1933, as amended from time to time,
and the rules and regulations promulgated thereunder. 
 “Share Equivalents” means (i) Shares, stock or other equity
interests (including other classes or series thereof having such relative rights, powers and/or obligations as may from time to time be established by the Board, including rights, powers and/or duties different from, senior to or more favorable than
existing classes and series of Shares, stock and other equity interests, and including any profits interests), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Shares, stock or other
equity interests, and (iii) warrants, options or other rights to purchase or otherwise acquire Shares, stock or other equity interests. Unless the context otherwise indicates, the term “Share Equivalents” refers to Share Equivalents
of the Issuer. 
 “Shares” means the shares of common stock, par value $0.01 per share, of the Issuer, and any securities
into which such shares of common stock shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of common stock. 

“Shelf Registration” has the meaning set forth in Section 2.03(a). 

“Shelf Request” has the meaning set forth in Section 2.03(a). 

“Subsidiary” means, with respect to any specified Person, any other Person in which such specified Person, directly or
indirectly through one or more Affiliates or otherwise, beneficially owns at least twenty-five percent (25%) of the ownership interest (determined by equity or economic interests) in, or the voting control of, such other Person. 

“Transfer” means, with respect to any Share Equivalents, every absolute or conditional method of transferring a legal or
equitable, record or beneficial, direct or indirect ownership (including the granting of an option or other right, or through the transfer of capital stock of any Person that holds, or controls any Person that holds an interest) of a Holder’s
interest in the Issuer, or a part thereof, whether voluntarily, involuntarily, or by operation of law (including a change in beneficiaries or trustees of a trust) and including directly or indirectly (including through one or more transfers)
selling, exchanging, assigning, transferring, conveying, giving away, pledging, mortgaging, or otherwise create, incur or assume any encumbrance with respect to, such interest; provided, however, that a Transfer shall not include any direct or
indirect transfer (including through one or more transfers), sale, exchange, assignment, conveyance, gift, pledge, mortgage or other disposition (a) of an interest in The Goldman Sachs Group, Inc., including the grant of an option or other
right, whether voluntarily, involuntarily or by operation of law; or (b) of a limited partnership interest in Olympus or any membership interest in OGP VI, LLC, including the grant of an option or other right, whether voluntarily, involuntarily
or by operation of law. 
 “Underwritten Shelf Take-Down” has the meaning set forth in Section 2.03(d). 

“Withdrawing Holders” has the meaning set forth in Section 2.04(c). 

  
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 Section 1.02. General Interpretive Principles. The name assigned to this
Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Unless otherwise specified, the terms “hereof,”
“herein” and similar terms refer to this Agreement as a whole, and references herein to Articles or Sections refer to Articles or Sections of this Agreement. For purposes of this Agreement, the words, “include,”
“includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” The terms “dollars” and “$” shall mean
United States dollars. Except as otherwise set forth herein, Shares underlying unexercised options that have been issued by the Company shall not be deemed “outstanding” for any purposes in this Agreement. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will
arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. 
 ARTICLE II 

REGISTRATION RIGHTS 

Section 2.01. Demand Registration. 

(a) Registration Request. At any time after the six (6) month anniversary of the consummation by the Issuer of the Initial Public
Offering, each Investor may request in writing that the Issuer effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof (each such request, a
“Demand Registration”), and the Issuer shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which such Investor has requested
registration under this Section 2.01(a); provided, that the Issuer shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities
requested to be included by such Investor in such Demand Registration are at least $25,000,000. 
 (b) Effective Registration. At any
time prior to the effective date of the Registration Statement relating to such Demand Registration, the Investor who requested the registration may revoke their registration request without liability to such Investor, by providing a notice to the
Issuer revoking such request. 
 (c) Registration Expenses. The Issuer shall be liable for and pay all Registration Expenses in
connection with each Demand Registration, regardless of whether such registration is effected; provided, that the Participating Holders holding Registrable Securities shall each pay their pro rata portion (based on the number of shares
each Participating Holder is selling) of all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities. 

(d) Reduction of Public Offering. Subject to Section 2.02(b), if a Demand Registration involves a public offering and the
managing underwriter advises the Issuer and the Investors that, in its view, the number of Registrable Securities that the Investors, the Holders 

  
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(pursuant to Section 2.02) and the Issuer propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse
effect on such offering, including the price at which such Registrable Securities can be sold (the “Demand Maximum Offering Size”), the Issuer shall only include in such registration Registrable Securities of the Investors and the
Holders up to the Demand Maximum Offering Size (with the number of Registrable Securities of the Investors and the Holders included in such registration reduced pro rata based on their relative number of Registrable Securities requested to be
included in the Demand Registration). 
 (e) Deferral or Suspension of Registration Statement. The Issuer may defer the filing (but
not the preparation) of a Registration Statement, or suspend the continued use of a Registration Statement, required by this Section 2.01 for a period of up to thirty (30) days after the request to file a Registration Statement if
at the time the Issuer receives the request to register Registrable Securities, the Issuer or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such
Registration Statement (but would not be required if such Registration Statement were not filed), and the Board determines in good faith, after consultation with external legal counsel, that such disclosure would have a material adverse effect on
the Issuer or its business or on the Issuer’s ability to effect a proposed material acquisition, disposition, financing, reorganization, recapitalization or similar transaction. 

(i) A deferral of the filing of a Registration Statement, or the suspension of the continued use of a Registration Statement,
pursuant to this Section 2.01(e), shall be promptly lifted, and the requested Registration Statement shall be filed as expeditiously as possible, in the case of a deferral, if the negotiations or other activities are disclosed or
terminated. 
 (ii) In order to defer the filing of a Registration Statement, or suspend the continued use of a Registration
Statement, pursuant to this Section 2.01(e), the Issuer shall promptly (but in any event within five (5) days), upon determining to seek such deferral or suspension, deliver to the Investors a certificate signed by the Board stating
that the Issuer is deferring such filing, or suspending the continued use of a Registration Statement, pursuant to this Section 2.01(e) and a general statement of the reason for such deferral or suspension, as the case may be, and an
approximation of the anticipated delay. 
 (iii) The Issuer may defer the filing, or suspend the continued use of, a
particular Registration Statement pursuant to this Section 2.01(e) no more than twice in any twelve (12) month period; provided, that there must be an interim period of at least ninety (90) days between the end of one
deferral or suspension period and the beginning of a subsequent deferral or suspension period. 
 (iv) In the event the
Issuer exercises its rights under this Section 2.01(e), the Issuer will, within ten (10) days following receipt by the Investors of the notice of deferral or suspension, as the case may be, update the deferred or suspended
Registration Statement as may be necessary to permit the Investors to resume use thereof in connection with the offer and sale of its Registrable Securities in accordance with applicable law. 

  
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 Section 2.02. Piggyback Registration. 

(a) Participation. If the Issuer proposes to register any Share Equivalents under the Securities Act (whether for itself or otherwise in
connection with a sale of securities by another Person (including a Shelf Registration or a Demand Registration by an Investor), but other than (i) a registration on a Form S-4 (or any successor or similar form) in connection with a direct or
indirect acquisition by the Issuer of another Person, (ii) a registration on a Form S-8 (or any successor or similar form), or (iii) an Initial Public Offering unless Registrable Securities of an Investor are registered, the Issuer shall
at each such time give prompt written notice at least fifteen (15) days prior to the anticipated filing date of the Registration Statement relating to such registration to each Holder holding Registrable Securities hereunder, which notice shall
set forth such Holder’s rights under this Section 2.02 and shall offer such Holder the opportunity to include in such Registration Statement all or any portion of the Registrable Securities held by such Holder (a “Piggyback
Registration”), subject to the restrictions set forth herein. Notwithstanding anything herein to the contrary, the piggyback rights in this Section 2.02 shall not apply in the case of Management Holders to a non-marketed block
trade. 
 (i) Upon any such request of any such Holder made within fifteen (15) days after the receipt of notice from
the Issuer (which request shall specify the number of Registrable Securities intended to be registered by such Holder), the Issuer shall use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable
Securities that the Issuer has been so requested to register by all such Holders; provided, that if such registration involves a Public Offering, all such Holders requesting to be included in the Issuer’s registration must sell their
Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Issuer or any other selling equity holders; provided, however, that no such Person shall be
required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of
his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with
securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Issuer by such Person or on behalf of such Person expressly for use in the Registration Statement; provided,
further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such
Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. 

(ii) If, at any time after giving notice of its intention to register any Registrable Securities pursuant to this
Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer or the initiating Holders, as applicable, shall decide for any reason not to register such securities,
the Issuer shall give notice to all such Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such 

  
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registration. No registration effected under this Section 2.02 shall relieve the Issuer of its obligations to effect a Demand Registration to the extent required by
Section 2.01. The Issuer shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected. 

(b) Reduction of Piggyback Offering. If a Piggyback Registration involves a Public Offering and the managing underwriter advises the
Issuer that, in its view, the number of Registrable Securities that the Issuer and all selling Holders propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on
such offering, including the price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), the Issuer shall include in such registration, in the following priority, up to the Piggyback Maximum
Offering Size: 
 (i) first, such number of Registrable Securities proposed to be registered for the account of the Issuer,
if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size; and 
 (ii) second, all Registrable
Securities requested to be included in such registration by any Holders pursuant to Section 2.01 and this Section 2.02 (the Registrable Securities in this clause (ii) allocated, if necessary for the offering not to
exceed the Piggyback Maximum Offering Size, pro rata among such Holders based on their relative number of Registrable Securities requested to be included in the Piggyback Registration and, if applicable, Demand Registration); provided,
however, that notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such
offering is the Initial Public Offering, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other Holders’ securities are included in such offering. 

Section 2.03. Shelf Registration. 

(a) Shelf Registration Request. As soon as reasonably practicable after the Initial Public Offering, the Issuer will use its reasonable
best efforts, consistent with the terms of this Agreement, to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. At any time after the Issuer becomes eligible to use Form S-3 registration or a similar
short-form registration, upon receipt of a written request (the “Shelf Request”) from either of the Investors that the Issuer file a “shelf” Registration Statement pursuant to Rule 415 under the Securities Act (the
“Shelf Registration”) on Form S-3 (or any successor form to Form S-3, or any similar short form Registration Statement), covering the resale of Registrable Securities, the Issuer shall (i) consistent with the terms of this
Agreement, cause the Shelf Registration to be filed with the Commission as soon as practicable (but in no event later than twenty (20) days following its receipt of the Shelf Request) and (ii) use its reasonable best efforts, consistent
with the terms of this Agreement, to cause such Shelf Registration to be declared effective by the Commission as soon as possible. 

  
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 (b) Effectiveness. The Issuer shall use reasonable best efforts to maintain in effect,
supplement and amend, if necessary the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act or as reasonably requested by the Investors and will furnish to the holders of Registrable
Securities copies of any supplement or amendment to such Shelf Registration after the close of business at least one (1) Business Day prior to such supplement, amendment or document being used and/or filed with the SEC. 

(i) If at any time the Shelf Registration ceases to be effective, then the Issuer shall use its reasonable best efforts to file
and cause to become effective a new “shelf” registration statement as promptly as practicable. If, after the Shelf Registration has become effective, any stop order, injunction or other order or requirement of the Commission or other
Governmental Authority or other Person with regulatory authority over the Issuer is threatened, then the Issuer shall use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration or any
order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as reasonably practicable. 

(c) Limitation. The provisions of this Section 2.03 shall be applicable to each take-down from a Shelf Registration
initiated under this Section 2.03 and any subsequent resale of Registrable Securities pursuant thereto; provided, that the reasonably anticipated gross proceeds from any such take-down from a Shelf Registration initiated under
this Section 2.03 shall equal at least $10,000,000. 
 (d) Shelf Registration Expenses. The Issuer shall be liable for
and pay all Registration Expenses in connection with each Shelf Registration, regardless of whether such Shelf Registration is effected, and any underwritten resale of Registrable Securities which is not pursuant to a Demand Registration under
Section 2.01 and with respect to which such Shelf Registration is expressly being utilized to effect such resale (an “Underwritten Shelf Take-Down”); provided, that the Participating Holders holding Registrable
Securities shall each pay their pro rata portion (based on the number of shares each Participating Holder is selling) of all underwriting discounts, selling commissions and stock transfer taxes applicable to such resale of Registrable
Securities. 
 Section 2.04. Lock-Up Agreements. 

(a) Lock-up. In connection with each underwritten Public Offering and if requested by the managing underwriter, the Holders agree not to
effect any public sale or private offer or distribution (other than a distribution-in-kind pro rata to all stockholders, limited partners or members, as the case may be, or to immediate family members, of such Holder) of any Registrable
Securities during the ten (10) days prior to the consummation of such Public Offering and during such time period after the consummation of such Public Offering, not to exceed ninety (90) days (one-hundred and eighty (180) days in the
case of the Initial Public Offering) as may be requested by the managing underwriter; provided, that such lock-up agreements are also required from all directors, executive officers and Holders who hold Registrable Securities;
provided, further, that each such director, executive officer or Holder referenced in the foregoing proviso, shall enter into such lock-up agreements if so required. 

  
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Notwithstanding the foregoing, this Section 2.04 shall not apply to any sale by a Holder or a director or officer of a Holder of Share Equivalents acquired in open market transactions
or block purchases by such Holder or its Affiliates subsequent to the Initial Public Offering. Any discretionary waiver or reduction of the requirements under the foregoing provisions made by the Issuer or the applicable lead managing underwriters
shall apply to each Holder on a pro rata basis. 
 (b) Notwithstanding anything herein to the contrary, if the Issuer shall, at any
time, register under the Securities Act an offering and sale of Registrable Securities held by the Holders for sale to the public pursuant to an underwritten Public Offering, the Issuer shall not, without the prior written consent of the lead
underwriters for such offering, effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exercisable or exchangeable for such securities, for such period as shall be determined by
the lead underwriters and that is for the same period and on substantially similar terms as agreed to by the Investors. 
 (c) At any time
following the Initial Public Offering, the Investors may elect (on behalf of themselves and their Affiliates (collectively, the “Withdrawing Holders”)), by written notice to the Issuer, to withdraw from the provisions of Articles
II, III and Sections 4.08, 4.09 and 4.10 and as a result of such withdrawal, such Withdrawing Holders shall no longer be entitled to the rights, nor be subject to the obligations, of Articles II, III and Sections 4.08,
4.09 and 4.10 and the Share Equivalents held by the Withdrawing Holders shall conclusively be deemed thereafter not to be “Registrable Securities” under this Agreement. No withdrawal pursuant to this
Section 2.04(c) shall release any Withdrawing Holder from its indemnification and contribution rights and obligations, if any, pursuant to Article III. 

Section 2.05. Registration Procedures. Whenever any Holders request that any Registrable Securities be registered pursuant
to, and in accordance with, Section 2.01, Section 2.02, or Section 2.03 hereof, subject to the provisions of such Sections, the Issuer shall use its reasonable best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request: 

(a) The Issuer shall, as expeditiously as possible, and, if the Issuer is not qualified for the use of Form S-3, no later than sixty
(60) days from the date of receipt by the Issuer of the written request, and if the Issuer is qualified for use of Form S-3, no later than forty-five (45) days from the date of receipt by the Issuer of the written request, prepare and file
with the Commission a Registration Statement on any form for which the Issuer then qualifies and the managing underwriter, if any, and the Investors shall deem appropriate and which form shall be available for the sale of the Registrable Securities
to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed Registration Statement to become and remain effective for a period of not less than one-hundred and
eighty (180) days or in the case of a Shelf Registration, not less than two (2) years (or such shorter period in which all of the Registrable Securities of the Investors included in such Registration Statement shall have actually been sold
thereunder); provided, however, that such one-hundred and eighty (180) day period or two (2) year period, as applicable, shall be extended for a period of time equal to the period any Holder refrains from selling any
securities included 

  
 11 








 
in such registration at the request of an underwriter and, in the case of any Shelf Registration, subject to compliance with applicable Commission rules, such two (2) year period shall be
extended, if necessary, to keep the Registration Statement effective until all such Registrable Securities are sold. 
 (b) Prior to filing
a Registration Statement or prospectus or any amendment or supplement thereto, the Issuer shall furnish to each Participating Holder and each underwriter, if any, of the Registrable Securities covered by such Registration Statement, copies of such
Registration Statement as proposed to be filed, and thereafter the Issuer shall furnish to such Holder and underwriter, if any, such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A
under the Securities Act and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. 

(c) After the filing of the Registration Statement, the Issuer shall (i) promptly notify each Holder holding Registrable Securities
covered by such Registration Statement of the time when such Registration Statement has been declared effective or a supplement or amendment to any prospectus forming a part of such Registration Statement has been filed, (ii) cause the related
prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act and shall incorporate such information as the managing underwriter or underwriters and the
Investors agree should be included therein relating to the plan of distribution, (iii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during
the applicable period in accordance with the intended methods of disposition thereof by the Holders set forth in such Registration Statement or supplement to such prospectus, and (iv) promptly notify each Holder holding Registrable Securities
covered by such Registration Statement of any stop order issued or threatened by the Commission or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. 

(d) The Issuer shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by
such Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Holder holding such Registrable Securities reasonably (in light of such Holder’s intended plan of
distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Issuer and do any and all other acts
and things that may be reasonably necessary or advisable to enable Holders to consummate the disposition of the Registrable Securities owned by them; provided, that the Issuer shall not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 2.05(d), (B) subject itself to taxation in any such jurisdiction, or (C) consent to general service of process in any such jurisdiction. 


  
 12 








 (e) The Issuer shall immediately notify each Holder holding Registrable Securities covered by
such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading and promptly prepare and make available to each such Holder and file with the Commission any such supplement or amendment. 

(f) The Board shall have the right to select the underwriter or underwriters in connection with any Public Offering, provided that the holders
of a majority of the Registrable Securities included in any Demand Registration or Underwritten Shelf Take-Down shall have the right to select the underwriter or underwriters in connection with such Public Offering. In connection with any Public
Offering, the Issuer shall enter into customary agreements (including an underwriting agreement in customary form, provided that the scope of the indemnity contained in such underwriting agreement on the part of the selling Holders is not more
extensive than the indemnity described in Section 3.01(b) hereof), provided that such agreements are consistent with this Agreement, and take all such other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. The Issuer shall
make such representations and warranties to the holders of Registrable Securities being registered, and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings
and take any other actions as the Investors or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities. Each Holder participating in such
underwriting shall also enter into such agreement, provided that the terms of any such agreement are consistent with this Agreement. 
 (g)
Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Issuer, the Issuer shall make available for inspection by the Investors and any underwriter participating in any disposition pursuant to a Registration
Statement being filed by the Issuer pursuant to this Section 2.05 and any attorney, accountant or other professional retained by the Investors or any such underwriter (collectively, the “Inspectors”), all financial and
other records, pertinent corporate documents and properties of the Issuer (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the
Issuer’s officers, managers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such Registration Statement. Records that the Issuer determines, in good faith, to be confidential and that
it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement or (ii) the release
of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law. Each Holder agrees that at the time that such Holder is a Participating Holder, information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in Share Equivalents unless and until such information is made generally available to the public,


  
 13 








 
and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Issuer and allow the Issuer, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed confidential. 
 (h) The Issuer shall cause to be furnished to each
such underwriter, if any, a signed counterpart, addressed to such underwriter, of (i) an opinion or opinions of counsel to the Issuer and (ii) a comfort letter or comfort letters from the Issuer’s independent public accountants, each
in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as such managing underwriter therefor reasonably requests; provided, that, if a signed counterpart of an opinion or
opinions of counsel to the Issuer is furnished to the Investors, such opinion or opinions of counsel to the Issuer shall also be furnished to each other Participating Holder holding Registrable Securities. 

(i) The Issuer shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, an earnings statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. The Issuer shall cooperate with
each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings to be made with FINRA. 

(j) The Issuer may require each Participating Holder, by written notice given to each such Participating Holder not less than ten
(10) days prior to the filing date of such Registration Statement, to promptly, and in any event within seven (7) days after receipt of such notice, furnish in writing to the Issuer such information regarding the distribution of the
Registrable Securities as the Issuer may from time to time reasonably request and such other information as may be legally required in connection with such registration. Each holder of Registrable Securities agrees to furnish such information to the
Issuer and cooperate with the Issuer as reasonably necessary to enable the Issuer to comply with the provisions of this Agreement. 
 (k)
Each Holder agrees that at the time that such Holder is a Participating Holder, upon receipt of any written notice from the Issuer of the occurrence of any event requiring the preparation of a supplement or amendment of a prospectus relating to the
Registrable Securities covered by a Registration Statement that is required to be delivered under the Securities Act so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or to make the statements therein not misleading, such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Issuer, such Holder shall deliver to the Issuer all copies, other than any
permanent file copies then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Issuer shall give such notice, the Issuer shall extend the period during
which such Registration Statement shall be maintained effective (including the period referred to in Section 2.05(a)) by the number of days during the period from and including the date of the giving of notice pursuant to
Section 2.05(e) to the date when the Issuer shall make available to such Holder a prospectus supplemented or amended to conform with the requirements of Section 2.05(e). 

  
 14 








 (l) The Issuer shall use its reasonable best efforts to list all Registrable Securities covered
by such Registration Statement on the New York Stock Exchange or any other securities exchange (including NASDAQ) on which any of the Registrable Securities are then listed or traded and if none of the Registrable Securities are so listed, on any
securities exchange (including NASDAQ) on which similar securities issued by the Issuer are then listed, and if no such similar securities are listed, on any national securities exchange. 

(m) The Issuer shall have appropriate officers of the Issuer (i) prepare and make presentations at any “road shows” and before
analysts and rating agencies, as the case may be, (ii) take other reasonable actions to obtain ratings for any Registrable Securities, and (iii) otherwise use their reasonable best efforts to cooperate as requested by the underwriters in
the offering, marketing or selling of the Registrable Securities. 
 (n) If any Registration Statement refers to any Holder by name or
otherwise as the holder of any Share Equivalents, and if, based on the reasonable advice of such Holder’s counsel, such Holder is or would be deemed to be an underwriter or a controlling person of the Issuer, then such Holder shall have the
right to require (i) the insertion of language in the Registration Statement, in form and substance satisfactory to such Holder and presented to the Issuer in writing, to the effect that the holding by such Holder of such Share Equivalents is
not to be construed as a recommendation by such Holder of the investment quality of the Issuer’s equity securities covered thereby and that such holding does not imply that such Holder shall assist in meeting any future financial requirements
of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder. 

ARTICLE III 

INDEMNIFICATION AND CONTRIBUTION 

Section 3.01. Indemnification. 

(a) Indemnification by the Issuer. The Issuer shall indemnify and hold harmless each Holder, its officers, directors, employees,
managers, members, stockholders, partners, agents and Affiliates, and each Person, if any, who controls any such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “IPO Indemnified
Parties”) from and against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), joint or several,
(“Damages”) caused by, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities or any preliminary
prospectus or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (each, as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto), or caused by or relating to any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or caused by or 

  
 15 








 
related to any violation or alleged violation of the Securities Act or Exchange Act, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged
untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Issuer by such Holder or on such Holder’s behalf expressly for use therein. The indemnification provided for under this
Section 3.01 shall remain in full force and effect regardless of any investigation made by or on behalf of an IPO Indemnified Party or a subsequent Transfer by an IPO Indemnified Party of its equity securities in the Issuer. No Holder
shall be liable under this Section 3.01 for any Damages in excess of the net proceeds realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate. 

(b) Indemnification by the Participating Holders. Each Holder, at the time that such Holder is a Participating Holder, agrees,
severally but not jointly, to indemnify and hold harmless from and against all Damages the Issuer, its officers, managers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act with respect to information furnished in writing to the Issuer by such Holder or on such Holder’s behalf expressly for use in any Registration Statement or prospectus relating to the
Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. As a condition to including Registrable Securities in any Registration Statement filed in accordance with Articles II, III and Sections 4.08,
4.09 and 4.10, the Issuer may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to
similar securities. No Holder shall be liable under this Section 3.01(b) for any Damages in excess of the net proceeds realized by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate. 

(c) Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving
any Indemnified Party in respect of which indemnity may be sought pursuant to Articles II, III and Sections 4.08, 4.09 and 4.10, such Indemnified Party shall promptly notify the Person against whom such indemnity may be sought
(the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and
expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such
failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and
the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such
firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its 

  
 16 








 
written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and
hold harmless such Indemnified Parties from and against any Damages (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement
of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (a) includes an unconditional
release of such Indemnified Party from all liability arising out of such proceeding, (b) does not contain a statement about or an admission of fault, culpability or failure to act by or on behalf of such Indemnified Party and (c) does not
commit such Indemnified Party to take, or hold back from taking, any action. 
 Section 3.02. Contribution. 

(a) If the indemnification provided for in Section 3.01 is unavailable to the Indemnified Parties or insufficient in respect of any
Damages (other than by reason of the exceptions provided herein), then each such 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
Damages, as between the Issuer on the one hand and each such Holder on the other, in such proportion as is appropriate to reflect the relative fault of the Issuer and of each such Holder in connection with such statements or omissions, as well as
any other relevant equitable considerations. The relative fault of the Issuer on the one hand and of each such Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. 
 (b) The Issuer and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 3.02(b) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an
Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.02(b), no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds realized
by such Holder in the sale of Registrable Securities of such Holder to which such Damages relate exceeds the amount of any Damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Subject
to the foregoing and as among the Holders, each Holder’s obligation to contribute pursuant to this Section 3.02(b) is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of
the offering received by all such Participating Holder and not joint. 

  
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 ARTICLE IV 

MISCELLANEOUS 

Section 4.01. Term. This Agreement shall terminate upon the time as there are no Registrable Securities, except for the all
the provisions of Articles III and IV, which shall survive any, such termination. 
 Section 4.02. Existing Registration
Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Issuer may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a
specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the Commission or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such
obligation, and all references to any such obligation shall be construed accordingly; provided, that such previously filed Registration Statement may be amended to add the number of Registrable Securities, and, to the extent necessary, to
identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration Statements by or at a
specified time and the Issuer has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement
for such purposes in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement. 

Section 4.03. Other Activities. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall
in any way limit the Investors or any of their Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage,
investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to Shares or any
securities convertible into or exercisable or exchangeable for Shares acquired by the Investors or any of their Affiliates following the effective date of the first Registration Statement of the Issuer covering Shares (or other securities) to be
sold on behalf of the Issuer in an underwritten Public Offering. 
 Section 4.04. Specific Performance, Cumulative
Remedies. The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in
equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation
hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall
be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party. 

  
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 Section 4.05. Attorneys’ Fees. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the -successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any
other available remedy. 
 Section 4.06. Notices. In the event a notice or other document is required to be sent
hereunder to the Company or any Holder or legal representative of a Holder, such notice or other document shall be made in writing by hand-delivery, registered or certified first class mail, fax, email or courier guaranteeing overnight delivery to
such party at the following addresses (or at such other address as shall be given in writing by any party to the others): 
 in the case of
the Issuer, to each of the following: 
 PSAV, Inc. 

5100 N. River Road, Suite 300 

Schiller Park, IL 60176 
 Attn:
J. Whitney Markowitz 
 Facsimile: (866) 312-4081 

with a copy to: 
 Weil,
Gotshal & Manges LLP 
 767 Fifth Avenue 

New York, New York 10153 

Attention: Michael J. Aiello 

Facsimile: (212) 310-8007 
 if
to the GS Investor Group, to: 
 Broad Street Principal Investments, L.L.C. 

200 West Street 
 New York, New
York 10282-2198 
 Attention: Bradley J. Gross 

Facsimile: 212-357-5505 
 with a
copy (which shall not constitute notice) to: 
 Weil, Gotshal & Manges LLP 

767 Fifth Avenue 
 New York, New
York 10153 
 Attention: Michael J. Aiello 

Facsimile: (212) 310-8007 
 if
to the Olympus Investor, to: 
 Olympus Growth Fund VI, L.P. 

Metro Center 
 One Station Place


  
 19 








 Stamford, CT 06902 

Attention: Evan Eason 

Facsimile: (203) 353-5910 
 with
a copy (which shall not constitute written notice) to: 
 Kirkland & Ellis LLP 

300 N. LaSalle 
 Chicago, IL
60622 
 Attention: John A. Schoenfeld 

Benjamin P. Clinger 
 Facsimile:
(312) 862-2200 
 If to any Holder, to the address or email address set forth on the books of the Issuer or any other address or email
address as a party may hereafter specify for such purpose to the Issuer. Any notice sent to one of the Investors shall also be sent to the other Investor. A copy of the notice sent to one of the members of the Board shall be sent to its legal
counsel at Thompson Coburn LLP 55 E Monroe Street Chicago, Illinois 60603. 
 The Issuer or any Holder or their respective legal
representatives may effect a change of address for purposes of this Agreement by giving notice of such change to the Issuer, and the Issuer shall, upon the request of any such Person, notify the other parties hereto of such change in the manner
provided herein. Until such notice of change of address is properly given, the addresses set forth herein shall be effective for all purposes. 

All such notices shall be deemed to have been duly given: when delivered by hand, if personally delivered; five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed; when transmission confirmation is received, if faxed or emailed; and on the next Business Day, if timely delivered to an courier guaranteeing overnight delivery. 

Section 4.07. Amendment. Any provision of this Agreement may be amended if, and only if such amendment is in writing and
signed by the Investors, provided, that (a) any amendment that would have a disproportionate material adverse effect on a Holder relative to the other Holders shall require the written consent of that Holder, and (b) this
Section 4.07 may not be amended without the prior written consent of all of the Holders. 
 Section 4.08.
Restriction on Issuer/ Issuer Grants of Subsequent Registration Rights. So long as the Investors hold any Registrable Securities in respect of which registration rights provided for in Section 2.01 of this Agreement remain in
effect, the Issuer will not, directly or indirectly, without the prior written consent of each of the Investors, grant to any Person or agree to otherwise become obligated in respect of (i) the rights of registration in the nature or
substantially in the nature of those set forth in Section 2.01 of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration or
(ii) demand registration rights exercisable prior to such time as the Investors can first exercise its rights under Section 2.01. 

  
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 Section 4.09. Cooperation by the Issuer. With a view to making available to
the Holders the benefits of certain rules and regulations of the Commission that may at any time permit the sale of securities to the public without registration, the Board agrees to use, and to cause the Issuer to use, its reasonable best efforts
to: 
 (a) make and keep public information available, as those terms are defined in Rule 144, at all times after the effective date that
the Issuer becomes subject to the reporting requirements of the Securities Act or the Exchange Act; 
 (b) file with the Commission in a
timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); 

(c) furnish to any Holder, so long as such Holder owns any Registrable Securities, (i) upon request by such Holder, a written statement
by the Issuer that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first Registration Statement filed by the Issuer for a Public Offering), and of the Securities
Act and the Exchange Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) upon request by
such Holder, a copy of the most recent annual or quarterly report of the Issuer and (iii) such other reports and documents of the Issuer and other information in the possession of, or reasonably obtainable by, the Issuer as such Holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration; and 

(d) upon the request of any Holder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such
Holder’s counsel, and shall act in accordance with the written instructions of such Holder’s counsel, with respect to any transfer of Share Equivalents. 

Section 4.10. Successors, Assigns and Transferees. 

(a) Following an Initial Public Offering, the registration rights granted pursuant to this Agreement shall not be assignable or Transferred
except to a Permitted Transferee in accordance with Section 4.10. 
 (b) If any Permitted Transferee shall acquire Share
Equivalents from any Holder in compliance with the terms of this Agreement, such transferring Holder shall promptly notify the Issuer and, except to the extent limited by such Holder transferring such Share Equivalents, such Share Equivalents
acquired from such Holder shall be subject to all of the terms of this Agreement, and any transferee thereof shall execute and deliver to the Issuer a joinder agreement in the form of Exhibit A, whereupon such transferee shall be entitled to receive
the benefits of, and be conclusively deemed to have agreed to be bound by and to perform, all of the terms and provisions of this Agreement that are applicable to the Holder transferring such Share Equivalents. 

  
 21 








 Section 4.11. Binding Effect. Except as otherwise provided in this Agreement,
the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors. 

Section 4.12. Third Parties. It is understood and agreed among the parties that this Agreement and the covenants made
herein are made expressly and solely for the benefit of the parties hereto, and that no other Person, other than an Indemnified Party pursuant to Article III shall be entitled or be deemed to be entitled to any benefits or rights hereunder, nor be
authorized or entitled to enforce any rights, claims or remedies hereunder or by reason hereof. 
 Section 4.13. Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. 
 (a) This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts entered into and performed entirely within such State. 
 (b) Any claim, action, suit
or proceeding (whether in contract or tort) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be heard and determined in the Chancery Court
of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State
of Delaware), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom in any such claim, action, suit or proceeding) and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying of venue of any such claim, action, suit or proceeding in any such court or that any such claim, action, suit or proceeding that is brought in any such court has been
brought in an inconvenient forum. 
 (c) Subject to applicable Law, process in any such claim, action, suit or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing and subject to applicable Law, each party agrees that service of process on such party as provided in
Section 4.14 shall be deemed effective service of process on such party. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Law or at equity. WITH RESPECT TO ANY SUCH CLAIM, ACTION,
SUIT OR PROCEEDING IN ANY SUCH COURT, TO THE EXTENT NO PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY
JURY IN ANY SUCH PROCEEDING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.13 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 

  
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 Section 4.14. Severability. If any portion of this Agreement shall be declared
void or unenforceable by any court or administrative body of competent jurisdiction, then, so long as no party is deprived of the benefits of this Agreement in any material respect, such portion shall be deemed severable from the remainder of this
Agreement, which shall continue in all respects valid and enforceable. 
 Section 4.15. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service
shall be considered original executed counterparts for purposes of this Section 4.15. 
 Section 4.16. Headings.
The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereto. 

[REMAINDER INTENTIONALLY LEFT BLANK] 

  
 23 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
written above. 
 [Signature Pages Follow] 

  
 24 








 
			
	PSAV, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	









 
			
	BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	BRIDGE STREET 2013 HOLDINGS L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MBD 2013 HOLDINGS L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	OLYMPUS GROWTH FUND VI, L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	









 
			
	[MANAGEMENT HOLDER]
		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT A 

JOINDER TO THE REGISTRATION RIGHTS AGREEMENT 

[●], 20[●] 
 This
Joinder Agreement (the “Joinder Agreement”) is made as of the date written above by the undersigned (the “Joining Party”) in accordance with the Registration Rights Agreement dated as of [●], 2015 (as amended
and restated or otherwise modified from time to time, the “Registration Rights Agreement”) among PSAV, Inc. and the other persons listed on the signature pages thereto. Capitalized terms used, but not defined, herein shall have the
respective meanings of ascribed to such terms in the Registration Rights Agreement. 
 The Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Registration Rights Agreement as of the date hereof and shall have all of the rights and obligations of a “Holder” thereunder
as if it had executed the Registration Rights Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Registration Rights Agreement. 

 

			
	  

	Name:	 	
	Address:	 	
	Telephone:	 	
	Facsimile:	 	









 AGREED ON THIS [    ] day of
[            ], 20    : 
  

			
	PSAV, INC.
		
	By:	 	  

	Name:	 	
	Title: