EX-4.1




 Exhibit 4.1 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS
PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. 
 REGISTRATION RIGHTS AGREEMENT 

by and among 
 EXPRESS, INC. 

and 
 EACH OF THE INVESTORS LISTED
ON THE SIGNATURE PAGES HERETO 
 Dated as of [•], 2023 
  











 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  

	
	Resale Shelf Registration	  

			
	 Section 1.1
	 	Shelf Registration Statement	  	 	1	 
	 Section 1.2
	 	Effectiveness Period	  	 	1	 
	 Section 1.3
	 	Subsequent Shelf Registration Statement	  	 	1	 
	 Section 1.4
	 	Supplements and Amendments	  	 	2	 
	 Section 1.5
	 	Subsequent Holder Notice	  	 	2	 
	 Section 1.6
	 	Piggyback Rights	  	 	2	 
	
	ARTICLE II	  

	
	Additional Provisions Regarding Registration Rights	  

			
	 Section 2.1
	 	Registration Procedures	  	 	3	 
	 Section 2.2
	 	Suspension	  	 	4	 
	 Section 2.3
	 	Expenses of Registration	  	 	4	 
	 Section 2.4
	 	Information by Holders	  	 	5	 
	 Section 2.5
	 	Rule 144 Reporting	  	 	5	 
	 Section 2.6
	 	Holdback Agreement	  	 	6	 
	
	ARTICLE III	  

	
	Indemnification	  

			
	 Section 3.1
	 	Indemnification by Company	  	 	6	 
	 Section 3.2
	 	Indemnification by Holders	  	 	6	 
	 Section 3.3
	 	Notification	  	 	7	 
	 Section 3.4
	 	Contribution	  	 	8	 
	 Section 3.5
	 	Survival	  	 	8	 
	
	ARTICLE IV	  

	
	Transfer and Termination of Registration Rights	  

			
	 Section 4.1
	 	Transfer of Registration Rights	  	 	8	 
	 Section 4.2
	 	Termination of Registration Rights	  	 	8	 
	
	ARTICLE V	  

	
	Miscellaneous	  

	 Section 5.1
	 	Amendments and Waivers	  	 	8	 
	 Section 5.2
	 	Extension of Time, Waiver, Etc.	  	 	8	 
	 Section 5.3
	 	Assignment	  	 	9	 
	 Section 5.4
	 	Counterparts	  	 	9	 
	 Section 5.5
	 	Entire Agreement; No Third Party Beneficiary	  	 	9	 


  
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	 Section 5.6
	 	Governing Law; Jurisdiction	  	 	9	 
	 Section 5.7
	 	Specific Enforcement	  	 	9	 
	 Section 5.8
	 	Waiver of Jury Trial	  	 	10	 
	 Section 5.9
	 	Notices	  	 	10	 
	 Section 5.10
	 	Severability	  	 	11	 
	 Section 5.11
	 	Expenses	  	 	11	 
	 Section 5.12
	 	Interpretation	  	 	11	 

  

  
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 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among Express, Inc., a
Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the “Purchasers” and each, a
“Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred
to collectively as the “Investors” and individually each as an “Investor”. 
 WHEREAS, the Company and the
Purchasers are parties to that certain Investment Agreement, dated as of December 8, 2022 (as amended from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Purchasers, and the
Purchasers are purchasing from the Company, an aggregate of 5,434,783 shares of the Company’s Common Stock, par value $0.01 per share; 

WHEREAS, as a condition to the obligations of the Company and the Purchasers under the Investment Agreement, the Company and the Purchasers
are entering into this Agreement for the purpose of granting certain registration and other rights to the Investors. 
 NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 

ARTICLE I 
 Resale Shelf
Registration 
 Section 1.1 Shelf Registration Statement. 

(a) Subject to the other applicable provisions of this Agreement, the Company shall file by July 1, 2026, a Shelf Registration Statement
containing the Plan of Distribution in substantially the form attached to this Agreement in Exhibit B and covering the resale of all Registrable Securities. The Company shall use its commercially reasonable efforts to cause such Shelf
Registration Statement to become effective under the Securities Act as soon as practicable after such filing. 
 Section 1.2
Effectiveness Period. Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Shelf Registration Statement to be continuously effective and
usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). 
 Section 1.3
Subsequent Shelf Registration Statement. If the Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts
to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration
Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness
of such Shelf Registration Statement, or file an additional shelf registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its
commercially reasonable efforts to (a) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (b) keep such Subsequent Shelf
Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a Registration Statement on Form S-3 to the extent
that the Company is eligible to use such form. 

  
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 Section 1.4 Supplements and Amendments. The Company shall supplement and amend
any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement. 

Section 1.5 Subsequent Holder Notice. If a Person entitled to the benefits of this Agreement becomes a Holder of Registrable
Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a Holder and
requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”): 

(a) if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the
Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable
Securities in accordance with applicable law; provided, however, that the Company shall not be required to file more than one (1) post-effective amendment or a supplement to the related prospectus for such purpose in any thirty-(30)-day period; 
 (b) if, pursuant to Section 1.5(a), the Company shall
have filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as
is reasonably practicable; and 
 (c) notify such Holder as promptly as is reasonably practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section 1.5(a). 
 Section 1.6 Piggyback
Rights. 
 (a) If the Company proposes to: (a) file a Registration Statement (other than a Registration Statement filed pursuant to
Section 1.1 and Section 1.3) or (b) conduct a registered public offering (or to make an underwritten public offering pursuant to a previously filed registration statement), in either case,
with respect to an offering of Common Stock, whether or not for sale for its own account (other than, in the case of (a) or (b) above, on Form S-4, Form S-8 or any
successor forms thereto, filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or filed with respect to debt securities only), then the Company shall give prompt written notice of such filing or offering, which
notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days prior to the filing or launch date (the “Piggyback Notice”) to the Holders of Registrable Securities. The Piggyback Notice shall
offer such Holders the opportunity to include (or cause to be included) in such Registration Statement or in such underwritten public offering, as the case may be, the number of shares of Registrable Securities as each such Holder may request (each,
a “Piggyback Transaction”). Subject to Section 1.6(b), the Company shall include in each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for
inclusion therein (each, a “Piggyback Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of a Registration Statement
related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such Registration Statement (if other than a Registration Statement filed pursuant to Section 1.1 or
Section 1.3) beyond the earlier of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the Holders of the
Registrable Securities included in such Registration Statement. 
 (b) If any of the securities to be registered pursuant to any public
offering giving rise to the rights under this Section 1.6 are to be sold in an underwritten public offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a
proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback
Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the 

  
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offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number
of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of
securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account
if such underwritten offering was initially proposed by the Company; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the
basis of the Holders’ then-current ownership of Registrable Securities; (iii) third, any other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the time at which
the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such underwritten public offering pursuant to this Section 1.6. The
Company will have the right to terminate or withdraw any registration initiated by it under this Section 1.6, whether or not any holder of Registrable Securities has elected to include securities in such registration. 

ARTICLE II 
 Additional
Provisions Regarding Registration Rights 
 Section 2.1 Registration Procedures. Subject to the other applicable provisions
of this Agreement, in the case of each registration of Registrable Securities effected by the Company pursuant to Article I, the Company will: 

(a) use commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution
contemplated thereby, in accordance with the applicable provisions of this Agreement; 
 (b) prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in
paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the method of distribution set forth in such Registration
Statement for such period; 
 (c) furnish to any selling Holder copies of the Registration Statement and the prospectus included therein
(including each preliminary prospectus) proposed to be filed and provide such selling Holder a reasonable opportunity to review and comment on such Registration Statement; 

(d) as promptly as is reasonably practicable, notify the selling Holders at any time when a prospectus relating thereto is required to be
delivered under the Securities Act or of the Company’s discovery of the occurrence of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and, subject to Section 2.2, at the
request of any selling Holder, prepare as promptly as is reasonably practicable and furnish to such selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing; 
 (e) use commercially reasonable efforts to register and qualify (or exempt
from such registration or qualification) the securities covered by such Registration Statement under such other securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested in writing by any
selling Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdictions where it would not otherwise be required to qualify but
for this subsection or (ii) take any action that would subject it to general service of process in any such jurisdictions; 

  
 3 












 (f) use commercially reasonable efforts to list the Registrable Securities covered by such
Registration Statement with any securities exchange on which the Common Stock is then listed; 
 (g) provide a transfer agent and registrar
for all such Registrable Securities not later than the effective date of such Registration Statement; 
 (h) cooperate with the selling
Holders or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable prospectus upon filing with the SEC; and 

(i) as promptly as is reasonably practicable, notify the selling Holders (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or other federal or state governmental authority for
amendments or supplements to such Registration Statement or related prospectus or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or the initiation of any proceedings for such purpose, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement relating to any applicable
offering of the Registrable Securities cease to be true and correct or (v) 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 proceeding for such purpose. 
 The Holders agree that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 2.1(d), 2.1(i)(ii) or 2.1(i)(iii), such Holders shall discontinue disposition of any Registrable Securities covered by
such Registration Statement or the related prospectus until receipt of the copies of the supplemented or amended prospectus, which supplement or amendment shall, subject to the other applicable provisions of this Agreement, be prepared and furnished
as soon as reasonably practicable, or until the Holders are advised in writing by the Company that the use of the applicable prospectus may be resumed, and have received copies of any amended or supplemented prospectus or any additional or
supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company in
writing, the Holders shall use commercially reasonable efforts to return to the Company all copies then in their possession, of the prospectus covering such Registrable Securities at the time of receipt of such request. As soon as practicable after
the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Holders thereof. In the event the Company invokes an Interruption Period hereunder and in the reasonable discretion of the Company the
need for the Company to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide written notice to the Holders that such Interruption Period is no longer applicable. 

Section 2.2 Suspension. (a) The Company shall be entitled, on one (1) occasion in any
one-hundred eighty-(180)-day period, for a period of time not to exceed sixty (60) days in the aggregate in any twelve-(12)-month period, to (x) suspend the
use of any prospectus and Registration Statement covering any Registrable Securities and (y) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a Registration Statement, if the
Company delivers to the Holders affected thereby a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any
bona fide material financing, acquisition, disposition or similar event involving the Company or any of its subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such suspension and the
anticipated length of such suspension. The Holders shall keep the information contained in such certificate confidential. 

Section 2.3 Expenses of Registration. Except as expressly provided herein, all out-of-pocket expenses incurred by the Company or any Holder in connection with the performance of or compliance with this Agreement and/or in connection with the filing of the Shelf Registration Statement,
whether or not the same shall become effective, shall be paid by the Company, including, without limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or
FINRA, (ii) all fees and 

  
 4 












 
expenses in connection with compliance with any securities or “blue sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, and delivery expenses
(including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses and issuer free writing prospectuses (as such term is
defined in Rule 433 under the Securities Act, an “Issuer Free Writing Prospectus”)), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company, (v) all fees
and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed, (vi) all applicable rating agency fees with respect to the Registrable
Securities, (vii) all fees and disbursements of legal counsel for the Company and (viii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties).

 Section 2.4 Information by Holders. The Holder or Holders of Registrable Securities included in any registration shall, and
the Purchasers shall cause such Holder or Holders to, furnish to the Company such information regarding such Holder or Holders and their Affiliates, the Registrable Securities held by them and the distribution proposed by such Holder or Holders and
their Affiliates as the Company or its representatives may reasonably request that is customarily required in a resale shelf registration statement and as shall be required in connection with any registration, qualification or compliance referred to
in this Agreement. It is understood and agreed that the obligations of the Company under Article I are conditioned on the timely provision of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will
be conditioned on compliance by such Holder or Holders with the following: 
 (a) such Holder or Holders will, and will cause their
respective Affiliates to, use commercially reasonable efforts to cooperate with the Company in connection with the preparation of the applicable Registration Statement and prospectus and, for so long as the Company is obligated to keep such
Registration Statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such Registration Statement (and expressly identified in writing as
such), all information regarding themselves and their respective Affiliates and such other information as is required by applicable law to enable the Company to prepare or amend such Registration Statement, any related prospectus and any other
documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; 

(b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities,
such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause
their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the
manner described in the applicable Registration Statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer
is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent,
broker-dealer or offeree; and 
 (c) on receipt of any notice from the Company of the occurrence of any of the events specified in
Section 2.1(d) or clauses (ii) or (iii) of Section 2.1(i), or that otherwise requires the suspension by such Holder or Holders and their respective Affiliates of the offering, sale or
distribution of any of the Registrable Securities owned by such Holder or Holders, such Holders shall, and they shall cause their respective Affiliates to, cease offering, selling or distributing the Registrable Securities owned by such Holder or
Holders until the offering, sale and distribution of the Registrable Securities owned by such Holder or Holders may recommence in accordance with the terms hereof and applicable law. 

Section 2.5 Rule 144 Reporting. With a view to making available the benefits of Rule 144 to the Holders, the Company agrees that,
for so long as a Holder owns Registrable Securities, the Company will use its commercially reasonable efforts to: 
 (a) make and keep
public information available, as those terms are understood and defined in Rule 144, at all times after the date of this Agreement; and 

  
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 (b) so long as a Holder owns any Registrable Securities, furnish to the Holder upon written
request a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act. 
 Section 2.6
Holdback Agreement. If during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or
similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Common Stock or securities convertible into, or exchangeable or
exercisable for, such securities or otherwise informs the Holders that it intends to conduct such an offering utilizing an effective Registration Statement or pursuant to an underwritten Rule 144A and/or Regulation S offering and provides each
Holder the opportunity to participate in such offering in accordance with and to the extent required by Section 1.6, each Holder shall, if requested by the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters, covering the period commencing on
the date of the prospectus pursuant to which such offering may be made and continuing until up to ninety (90) days from the date of such prospectus; provided that each executive officer and director of the Company also agrees to substantially
similar restrictions. 
 ARTICLE III 

Indemnification 

Section 3.1 Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any
Registrable Securities covered by a Registration Statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless
each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the
Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such
underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and
reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities,
joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement,
prospectus, preliminary prospectus, offering circular, “Issuer Free Writing Prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such Registration Statement, or any amendment
or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading,
or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this
Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses
and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this
Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such
settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the
extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the
Registration Statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such
registration by or on behalf of any Holder. 
 Section 3.2 Indemnification by Holders. To the extent permitted by applicable
law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not
jointly with any other Holders of Registrable Securities, the Company, each of its representatives, each Person who controls the Company 

  
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or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect
thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, preliminary prospectus, offering circular, “Issuer Free Writing
Prospectus” or other document prepared by or on behalf of the Company and authorized to be distributed in connection with any registration hereunder, in each case related to such Registration Statement, or any amendment or supplement thereto,
or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each
of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented
out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2,
settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement,
prospectus, offering circular, “Issuer Free Writing Prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives
and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by
such Holder in respect of the Registrable Securities sold pursuant to the Registration Statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim,
damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld, conditioned or delayed). 

Section 3.3 Notification. If any Person shall be entitled to indemnification under this Article III (each, an
“Indemnified Party”), such Indemnified Party shall give prompt notice to the party required to provide indemnification (each, an “Indemnifying Party”) of any claim or of the commencement of any proceeding as to
which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as is reasonably practicable after the receipt of written notice from such Indemnified Party of such
claim or proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified
Party of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such
Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ
separate counsel in any such claim or litigation, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the Indemnifying Party shall have failed within a reasonable period of time to assume such defense
and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such delay. The failure of any Indemnified Party to give notice as provided herein shall relieve an Indemnifying Party of its obligations under this
Article III only to the extent that the failure to give such notice is materially prejudicial or harmful to such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article III shall not apply to
amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The
indemnification set forth in this Article III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a
claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest
may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim. 

  
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 Section 3.4 Contribution. If the indemnification provided for in this Article
III is held by a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any Losses or action referred to therein, then, subject to the limitations contained in this Article
III, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses or action in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other, in connection with the actions, statements or omissions that resulted in such Losses or action, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, 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 (or omitted) by, or relates to information supplied by such Indemnifying Party or such Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 3.4 was determined solely upon 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 sentence of this
Section 3.4. Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 3.4 will be limited to an amount equal to the net proceeds received by
such Holder in respect of the Registrable Securities sold pursuant to the Registration Statement which gives rise to such obligation to contribute. 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. 

Section 3.5 Survival. The indemnification provided under this Article III shall survive the sale or other transfer of the
Registrable Securities. 
 ARTICLE IV 

Transfer and Termination of Registration Rights 

Section 4.1 Transfer of Registration Rights. Any rights granted to a Holder under this Agreement may be transferred or assigned to
any Investor in connection with a Transfer (as defined in the Investment Agreement) of Common Stock, purchased pursuant to the Investment Agreement, to such Person in a Transfer permitted by and made pursuant to Section 5.06(b)(i) of the
Investment Agreement, except that any rights granted to WHP Borrower, LLC under this Agreement in respect of shares of Common Stock held directly by it as of the date of this Agreement (and acquired otherwise than in connection with the Investment
Agreement) may be transferred or assigned to any Investor at any time to any Person to whom a Transfer could be made under Section 5.06(b)(i) of the Investment Agreement; provided, however, that in the case of any transfer or assignment
made in accordance with this Section 4.1, (i) prior written notice of such transfer and assignment of rights is given to the Company and (ii) such Investor agrees in writing to be bound by, and subject to, this
Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. 

Section 4.2 Termination of Registration Rights. The rights of any particular Holder to cause the Company to register securities
under Article I shall terminate with respect to such Holder upon the date upon which such Holder no longer holds any Registrable Securities. 

ARTICLE V 
 Miscellaneous

 Section 5.1 Amendments and Waivers. Subject to compliance with applicable law, this Agreement may be amended or
supplemented in any and all respects by written agreement of the Company and holders of a Majority of the Registrable Securities then outstanding. 

Section 5.2 Extension of Time, Waiver, Etc.. The parties hereto may, subject to applicable law, (a) extend the time for the
performance of any of the obligations or acts of the other party or (b) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such
party’s conditions. Notwithstanding the foregoing, no failure or delay by the parties hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 

  
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 Section 5.3 Assignment. Except as provided in
Section 4.1, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written
consent of the other party hereto. 
 Section 5.4 Counterparts. This Agreement may be executed in one or more counterparts
(including by electronic mail or .pdf), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of
the parties hereto and delivered to the other parties hereto. 
 Section 5.5 Entire Agreement; No Third Party Beneficiary. This
Agreement, together with the Investment Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the
subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder. 

Section 5.6 Governing Law; Jurisdiction. 

(a) This Agreement and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to
this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an
inducement to enter into this Agreement), shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might
otherwise govern under any applicable conflict of laws principles. 
 (b) All legal or administrative proceedings, suits, investigations,
arbitrations or actions (“Actions”) arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept
jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an
inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 5.6 shall not constitute general consents to service of process in the State
of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any
Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 5.9 of this Agreement. The parties hereto agree that a final judgment in any
such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the foregoing shall restrict any party’s
rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. 
 Section 5.7 Specific
Enforcement. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to enforce specifically the terms and provisions hereof in the courts
described in Section 5.6 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part
of this Agreement and without that right, neither the Company nor the Purchasers would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or
inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this 

  
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Section 5.7 shall not be required to provide any bond or other security in connection with any such order or injunction. 

Section 5.8 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER,
(C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 5.8. 

Section 5.9 Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed
given if delivered personally, emailed (which is confirmed, including automated return receipt) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses: 

(a) If to the Company, to it at: 

Express, Inc. 
 1 Express Drive

 Columbus, OH 43230 

Attention: [*****] 
 Email:
[*****] 
 with a copy (which shall not constitute notice) to: 

Kirkland & Ellis LLP 

601 Lexington Avenue 
 New York,
NY 10022 
 and 

Kirkland & Ellis LLP 

300 North LaSalle 
 Chicago, IL
60654 
 Attention: Eric Schiele, P.C. 

Rachael Coffey, P.C. 
 Robert M.
Hayward, P.C. 
 Alexander M. Schwartz 

Email:      eric.schiele@kirkland.com 

rachael.coffey@kirkland.com 

robert.hayward@kirkland.com 

alexander.schwartz@kirkland.com 

(b) If to the Purchasers, to: 

  
 10 












 WH Borrower, LLC 

c/o WHP Global 
 530 Fifth Avenue,
12th Floor 
 New York, New York 10036 

E-mail: [*****] 

Attention: [*****] 
 with a copy
(which shall not constitute notice) to: 
 Goodwin Procter LLP 

100 Northern Avenue 

Boston, MA 02210 

United States 
 Attention: Joshua
Zachariah 
 R. Kirkie Maswoswe 

Sean M. Donahue 

Email:      JZachariah@goodwinlaw.com 

KMaswoswe@goodwinlaw.com 

SDonahue@goodwinlaw.com 
 or such other address
or email address as such party may hereafter specify by like notice to the other parties hereto. 
 If to any other Holder of Registrable Securities, to
both the e-mail and physical address of such other Holder as shown in the stock record book of the Company. Each Holder shall provide the Company with an updated
e-mail address or physical address if such address changes by notice to the Company. The e-mail address and physical address shown on the stock record books of the
Company shall be presumed to be current for purposes of giving any notice under this Agreement. 
 All such notices, requests and other communications shall
be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 
 Section 5.10
Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms,
provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law. 

Section 5.11 Expenses. Except as provided in Section 2.3, all costs and expenses, including fees and
disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. 

Section 5.12 Interpretation. The rules of interpretation set forth in Section 8.12 of the Investment
Agreement shall apply to this Agreement, mutatis mutandis. 
 [Signature pages follow] 

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

			
	COMPANY:
	
	EXPRESS, INC.
		
	By:	 	  

		 	Name: [•]
		 	Title: [•]


 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 











 
			
	WHP BORROWER, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 











 EXHIBIT A 

DEFINED TERMS 
 1.
The following capitalized terms have the meanings indicated: 
 “Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Company: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would
not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing
publicly. 
 “Affiliates” shall have the meaning given to such term in the Investment Agreement. 

“Business Day” shall have the meaning given to such term in the Investment Agreement. 

“Common Stock” means all shares currently or hereafter existing of the Company’s common stock, par value $0.01 per
share. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the
rules and regulations of the SEC promulgated thereunder. 
 “FINRA” means the Financial Industry Regulatory Authority, Inc.

 “Holder” means any Investor holding Registrable Securities. 

“Majority” means, with respect to Registrable Securities, a mathematical majority of the shares of Common Stock constituting
Registrable Securities outstanding as of such date. 
 “Person” means any individual, corporation, limited liability
company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a governmental authority. 

“register”, “registered” and “registration” refer to a registration effected by preparing
and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement or the automatic effectiveness of such Registration Statement, as applicable. 

“Registrable Securities” means, as of any date of determination, (a) any shares of Common Stock hereafter acquired by
any Investor issued pursuant to the Investment Agreement (whether or not subsequently transferred to any Investor), and any other securities issued or issuable with respect to any such shares of Common Stock by way of share split, share dividend,
distribution, recapitalization, merger, exchange, replacement, reorganization, consolidation or similar event or otherwise, and (b) 5,434,783 shares of Common Stock held directly by WHP Borrower, LLC as of the date of this Agreement. As to any
particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) such securities are sold or otherwise transferred pursuant to an effective Registration Statement under the Securities Act,
(ii) such securities shall have ceased to be outstanding, (iii) such securities have been transferred in a transaction in which the Holder’s rights under this Agreement are not assigned to the transferee of the securities or
(iv) such securities are resold in a broker’s transaction under Rule 144 of the Securities Act. 
 “Registration
Statement” means any Registration Statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including any prospectus, prospectus
supplement, 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 therein. 

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor provision. 

  
 A-1 












 “SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and
regulations of the SEC promulgated thereunder. 
 “Shelf Registration Statement” means a Registration Statement filed with
the SEC on either (a) Form S-3 (or any successor form or appropriate form under the Securities Act) or (b) if the Company is not permitted to file a Registration Statement on Form S-3, a Registration Statement on Form S-1 (or any successor form or other appropriate form under the Securities Act), in each case for an offering to be made on a continuous
basis pursuant to Rule 415 under the Securities Act covering the Registrable Securities, as applicable. 
 2. The following terms are
defined in the Sections of the Agreement indicated: 
 INDEX OF TERMS 

 

			
	 Term
	  	 Section

	Actions	  	Section 5.6(b)
	Agreement	  	Preamble
	Common Stock	  	Recitals
	Company	  	Preamble
	Company Indemnified Parties	  	Section 3.1
	Effectiveness Period	  	Section 1.2
	Holder Indemnified Parties	  	Section 3.2
	Indemnified Party	  	Section 3.3
	Indemnifying Party	  	Section 3.3
	Interruption Period	  	Section 2.1(i)
	Investment Agreement	  	Recitals
	Investor	  	Preamble
	Investors	  	Preamble
	Issuer Free Writing Prospectus	  	Section 2.3
	Losses	  	Section 3.1
	Piggyback Notice	  	Section 1.6(a)
	Piggyback Transaction	  	Section 1.6(a)
	Piggyback Request	  	Section 1.6(a)
	Purchasers	  	Preamble
	Registration Expenses	  	Section 2.3
	Subsequent Holder Notice	  	Section 1.5
	Subsequent Shelf Registration Statement	  	Section 1.3


  
 A-2 












 EXHIBIT B 

PLAN OF DISTRIBUTION 

[Intentionally Omitted] 

  
 A-3