Exhibit 4.3



 Exhibit 4.3 
  

REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of January 12, 2004, by and between Red Hat, Inc., a
Delaware corporation (the “Company”), and UBS Securities LLC (the “Initial Purchaser”) pursuant to that certain Purchase Agreement, dated as of January 6, 2004 (the “Purchase Agreement”), between
the Company and the Initial Purchaser. 
  
 In order to induce the
Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 
  
 The Company agrees with the Initial Purchaser (i) for its benefit as Initial
Purchaser and (ii) for the benefit of the beneficial owners (including the Initial Purchaser) from time to time of the Debentures (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein)
issued upon conversion of the Debentures (each of the foregoing a “Holder” and together the “Holders”), as follows: 
  
 Section 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings: 
  
 “Affiliate” means with respect to any specified person, an “affiliate,” as defined in Rule 144, of such person. 
  
 “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(d) hereof. 
  
 “Applicable Conversion Price” means, as of any date of
determination, $1,000 divided by the Conversion Rate then in effect as of the date of determination or, if no Debentures are then outstanding, the Conversion Rate that would be in effect were Debentures then outstanding. 
  
 “Business Day” means each day on which the Nasdaq National
Market is open for trading. 
  
 “Common Stock”
means the shares of common stock, par value $0.0001 per share, of the Company and any other shares of capital stock as may constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock. 

 
 “Conversion Rate” has the meaning assigned to such term
in the Indenture. 
  









 “Damages Accrual Period” has the meaning set forth in Section 2(e) hereof. 

 
 “Damages Payment Date” means each interest payment date
under the Indenture in the case of Debentures, and each January 15 and July 15 in the case of the Underlying Common Stock. 
  
 “Debentures” means the 0.50% Convertible Senior Debentures due 2024 of the Company to be purchased pursuant to the Purchase Agreement.

  
 “Effectiveness Deadline Date” has the meaning
set forth in Section 2(a) hereof. 
  
 “Effectiveness
Period” means a period (subject to extension pursuant to Section 3(i) hereof) from the original issuance of the Debentures until the earlier of (1) the date on which each of the Registrable Securities has been effectively registered under
the Securities Act and disposed of in accordance with the Shelf Registration Statement; (2) the date on which each of the Registrable Securities not held by Affiliates is saleable pursuant to Rule 144(k) under the Securities Act; (3) the date on
which all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act; and (4) the second anniversary of the latest date of issuance of any Debentures (including any Debentures issued pursuant to the initial
purchaser’s option). 
  
 “Event” has the
meaning set forth in Section 2(e) hereof. 
  
 “Event
Date” has the meaning set forth in Section 2(e) hereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 
  

“Filing Deadline Date” has the meaning set forth in Section 2(a) hereof. 
  
 “Holder” has the meaning set forth in the third paragraph of this Agreement. 
  
 “Indenture” means the Indenture, dated as of January 12,
2004, between the Company and US Bank Trust, National Association, as trustee, pursuant to which the Debentures are being issued. 
  
 “Initial Purchaser” has the meaning set forth in the preamble hereto. 
  
 “Initial Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof. 
  
 “Issue Date” means the first date of original issuance of
any of the Debentures. 
  

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 “Liquidated Damages Amount” has the meaning set forth in Section 2(e) hereof.

  
 “Material Event” has the meaning set forth in
Section 3(i) hereof. 
  
 “Notice and
Questionnaire” means a written notice and questionnaire delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum dated
January 6, 2004, relating to the Debentures. 
  
 “Notice
Holder” means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date, so long as all of their Registrable Securities that have been registered for resale pursuant to a Notice and
Questionnaire have not been sold in accordance with a Shelf Registration Statement. 
  
 “Purchase Agreement” has the meaning set forth in the preamble hereof. 
  
 “Prospectus” means the prospectus included in any Shelf Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement,
including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus. 
  
 “Record Holder” means (i) with respect to any Damages Payment Date relating to any Debentures as to which any such Liquidated Damages
Amount has accrued, the holder of record of such Debenture on the record date with respect to the interest payment date under the Indenture on which such Damages Payment Date shall occur and (ii) with respect to any Damages Payment Date relating to
the Underlying Common Stock as to which any such Liquidated Damages Amount has accrued, the registered holder of such Underlying Common Stock fifteen (15) days prior to such Damages Payment Date. 
  
 “Registrable Securities” means the Debentures until such
Debentures have been converted into the Underlying Common Stock and, at all times the Underlying Common Stock and any securities of the Company into or for which such Underlying Common Stock has been converted, and any security issued with respect
thereto upon any stock dividend, split or similar event until, in the case of any such security, the earliest of (x) the date on which such security has been effectively registered under the Securities Act and disposed of, whether or not in
accordance with the Shelf Registration Statement and (y) the date on which such security is sold to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 
  
 “Registration Expenses” has the meaning set forth in Section
5 hereof. 
  

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 “Registration Statement” means any registration statement of the Company that covers 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 materials incorporated by
reference or explicitly deemed to be incorporated by reference in such registration statement. 
  
 “Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
  
 “Rule 144A” means Rule 144A under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
  
 “Shelf Registration
Statement” has the meaning set forth in Section 2(a) hereof. 
  
 “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(b) hereof. 
  
 “Suspension Notice” has the meaning set forth in Section 3(i) hereof. 
  
 “Suspension Period” has the meaning set forth in Section 3(i) hereof. 
  
 “TIA” means the Trust Indenture Act of 1939, as amended.

  
 “Trustee” means US Bank Trust National
Association, the Trustee under the Indenture. 
  
 “Underlying Common Stock” means the Common Stock into which the Debentures are convertible or issued upon any such conversion. 
  
 Section 2. Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, by the date (the
“Filing Deadline Date”) that is one hundred twenty (120) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf
Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on
Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in 

  

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accordance with the reasonable methods of distribution elected by the Holders, approved by the Company, and set forth in the Initial Shelf Registration
Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the “Effectiveness Deadline Date”) that is two hundred ten
(210) days after the Issue Date, and to use its reasonable best efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a
selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. 

 
 (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall within forty-five (45) days of such cessation of effectiveness to use its reasonable best efforts to amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or use its reasonable best efforts to file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration
Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after
such filing and to keep such Shelf Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. 
  
 (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the
Registrable Securities covered by such Shelf Registration Statement to correct material misstatements with respect to a Holder or as necessary to name a Notice Holder as a selling securityholder in accordance with Section 2(d) below. 
  
 (d) Each Holder of Registrable Securities agrees that if such Holder wishes
to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus 

  

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agrees to deliver a completed and executed Notice and Questionnaire to the Company prior to any attempted or actual distribution of Registrable Securities
under the Shelf Registration Statement; provided that Holders of Registrable Securities shall have at least twenty (20) Business Days from the date on which the Notice and Questionnaire is first sent to such Holders by the Company to complete
and return the Notice and Questionnaire to the Company. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as reasonably practicable after the date a Notice and Questionnaire is
delivered, and in any event within the later of (x) ten (10) Business Days after such date or (y) ten (10) Business Days after the expiration of any Suspension Period (1) in effect when the Notice and Questionnaire is delivered or (2) put into
effect within ten (10) Business Days of such delivery date, (i) if required by applicable law, use reasonable best efforts to file with the SEC a post-effective amendment to the Shelf Registration Statement or, if required by applicable law, use
reasonable best efforts to prepare and file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or use reasonable best efforts to file any other required document so that the Holder
delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is reasonably practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause
to be filed; (ii) provide such Holder a reasonable number of copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as reasonably practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d) (i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, or a Suspension Period is put into effect within ten (10) Business Days after such delivery
date, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above within ten (10) Business Days after expiration of the Suspension Period in accordance
with Section 3(i); provided further that if under applicable law, the Company has more than one option as to the type or manner of making any such filing involving substantially similar expense to the Company, the Company shall make
the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the
contrary, the Company shall be under no obligation to name or take any action to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that
any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) 

  

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(whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared effective) shall be named as a selling
securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). In addition to the information required to be provided in the Notice and Questionnaire, the Company may require
Holders to furnish to the Company additional information regarding such Holder and such Holder’s intended method of disposition of Securities and Common Stock issuable upon conversion thereof as may be required in order to comply with the Act
or as may be reasonably required to respond to the staff of the SEC. Each Holder agrees to notify the Company as promptly as reasonably practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of
the occurrence of any event in either case as a result of which any Prospectus relating to the Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding such Holder or such Holder’s intended method
of disposition or omits to state any material fact regarding such Holder or such Holder’s intended method of disposition required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances then
existing. Each Holder further agrees not to sell any Securities or Common Stock issuable upon conversion thereof pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and,
following expiration of the Effectiveness Period, to notify the Company, within ten Business Days of a request by the Company, of the number of Debentures or Common Stock issuable upon conversion thereof sold pursuant to the Shelf Registration
Statement and, in absence of a response, the Company may assume that all of Holder’s Debentures and Common Stock issuable upon conversion thereof were so sold. 
  
 (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be
feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline Date or (iii) the Initial Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an
additional registration statement filed and declared effective) or usable for the offer and sale of Registrable Securities for a period of time (including any Suspension Period) which shall exceed forty-five (45) days in the aggregate in any three
(3) month period or ninety (90) days in the aggregate in any twelve (12) month period (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an “Event,” and
the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date on which the duration of the ineffectiveness or unusability of the Initial Shelf Registration Statement in any period exceeds
the number of days permitted by clause (iii) hereof in the case of clause (iii), being referred to herein as an “Event Date”). 

  

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Events shall be deemed to continue until the following dates with respect to the respective types of Events: the date the Initial Shelf Registration
Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), and the
date the Initial Shelf Registration Statement becomes effective or usable again in the case of an Event of the type described in clause (iii). 
  
 Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and
are continuing (a “Damages Accrual Period”), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the “Liquidated Damages Amount”) at the rate described below, payable periodically on
each Damages Payment Date to Notice Holders of Debentures that are Registrable Securities and of shares of Underlying Common Stock issued upon conversion of Debentures that are Registrable Securities, as the case may be, to the extent of, for each
such Damages Payment Date, accrued and unpaid Liquidated Damages Amount up to (but excluding) such Damages Payment Date (or, if the Damages Accrual Period shall have ended prior to such Damages Payment Date, the date of the end of the Damages
Accrual Period); provided that any Liquidated Damages Amount accrued with respect to any Debenture or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the
Damages Payment Date, shall, in any such event, be paid instead to the Notice Holder who submitted such Debenture or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date
(or promptly following the conversion date, in the case of conversion). The Liquidated Damages Amount shall accrue at a rate per annum equal to (1) one-quarter of one percent (0.25%) for the first 90 day period from the Event Date and (2) one-half
of one percent (0.50%) thereafter of (i) the principal amount of such Debentures or, without duplication, (ii) in the case of Debentures that have been converted into Underlying Common Stock, the Applicable Conversion Price of such shares of
Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date. Notwithstanding the foregoing or anything to the contrary contained herein, no Liquidated Damages
Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount
with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to
the Notice Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts shall cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the
Company). 
  

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 The Trustee shall be entitled, on behalf of Holders of Debentures, to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the parties agree that the sole damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. 
  
 All of the Company’s obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). 
  
 The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales
of Registrable Securities in accordance with the provisions hereof. 
  
 Section 3. Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereof, the Company shall: 
  
 (a) Prepare and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under
the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause each such Shelf Registration
Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial
Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use its reasonable best efforts to reflect in each such document when so
filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel. 
  
 (b) Use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effectiveness Period; use its reasonable best efforts to cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its reasonable best efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by such 

  

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Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such
Shelf Registration Statement as so amended or such Prospectus as so supplemented. 
  
 (c) As promptly as reasonably practicable give notice to the Holders that have delivered a Notice and Questionnaire to the Company in accordance with this Agreement (the “Notice Holders”), the Initial
Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) (i) when any Prospectus, Prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf
Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) 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
and (v) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it
constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. 
  
 (d) Use its reasonable best efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each
Notice Holder and the Initial Purchaser of the withdrawal of any such order. 
  
 (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such
information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make
any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the opinion of counsel for the Company, are not in
compliance with applicable law. 
  

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 (f) Upon request, as promptly as reasonably practicable furnish to each Notice Holder, counsel for the
Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial
statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless specifically requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser).

  
 (g) During the Effectiveness Period, deliver to each Notice
Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request;
and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, solely in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. 
  
 (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable best efforts to register
or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder’s offer and sale of Registrable
Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner
set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. 
  
 (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of proceedings 

  

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with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any
fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any
Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development or other event (a “Material Event”) that, in the sole, but reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration
Statement and the related Prospectus, (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as reasonably practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such
Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and
Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such
Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being
understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a
post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use its reasonable best efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Notice Holders and
counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a “Suspension Notice”) and, upon receipt of any
Suspension Notice, each Notice Holder agrees to treat the receipt and existence of any Suspension Notice as confidential and not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder’s receipt
of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is reasonably
practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material 

  

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fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus
may be suspended (the “Suspension Period”) without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed forty-five (45) days in any three (3) month period and ninety (90)
days in any twelve (12) month period. The Effectiveness Period shall be extended by the number of days from and including the date of the giving of the Suspension Notice to and including the date on which the Notice Holder received copies of the
supplemented or amended Prospectus provided in clause (i) above, or the date on which it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or
deemed incorporated by reference in such Prospectus. The Company need not specify the nature of the event giving rise to a suspension in any Suspension Notice or other notice to Holders and the holders agree to treat and keep such suspension
confidential. 
  
 (j) Comply with all applicable rules and
regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after
the effective date of a Shelf Registration Statement as defined in Rule 158(c) under the Securities Act, which statements shall cover said 12-month periods. 
  
 (k) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant
to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may
request in writing at least five (5) Business Days prior to any sale of such Registrable Securities. 
  
 (l) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf
Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. 
  
 (m) Cooperate and assist in any filings required to be made with the National
Association of Securities Dealers, Inc. 
  

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 (n) Upon (i) the filing of the Initial Registration Statement and (ii) the effectiveness of the Initial
Registration Statement, announce the same, in each case by release to Reuters Economic Services and Bloomberg Business News. 
  
 (o) Enter into such customary agreements and take all such other necessary actions in connection therewith (including those requested by the holders of a
majority of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities. 
  
 (p) Cause the Indenture to be qualified under the TIA not later than the effective date of any Shelf Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner. 
  
 Section 4. Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto or to the payment of liquidated damages, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice
Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement
of a material fact relating to or provided by such Holder or its plan of distribution, that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution
necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading and that such Holder has complied with its obligations under Section 2(d) of this Agreement in connection with
such sale. 
  
 Section 5. Registration Expenses. The
Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Section 2 and 3 of this Agreement whether or not any of the 

  

 14 








 
Shelf Registration Statements are declared effective. Such fees and expenses (“Registration Expenses”) shall include, without limitation,
(i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities
or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a
majority of the Registrable Securities being sold pursuant to a Shelf Registration Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company), (iii) duplication and mailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company and
the fees and disbursements of one counsel for the Holders in connection (designated by the Initial Purchaser) with the Shelf Registration Statement, (v) fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent
for the Common Stock and (vi) Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of
officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange on which similar
securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 5 or anything to the contrary herein, each Holder shall bear the
expenses of any broker commission, agency fee, underwriter discount or commission or transfer taxes. 
  
 Section 6. Indemnification; Contribution. 
  
 (a) The Company agrees to indemnify, defend and hold harmless each Holder and each person who controls any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which such Holder Indemnified
Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any
Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf
Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the
statements made in any Prospectus or in any 

  

 15 








 
amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except
insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with
information furnished in writing by or on behalf of any Holder to the Company expressly for use therein, provided that the foregoing indemnity shall not apply to any sales of Registrable Securities by a Holder if, in connection with such
sale, such Holder fails to comply with the Prospectus delivery requirements under the Securities Act or initiates such sale during a Suspension Period. 
  
 (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors and officers and any person who
controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any loss, damage, expense, liability or claim (including the
reasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make
the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. 
  
 (c) If any action, suit or proceeding (each, a “Proceeding”)
is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) of this Section 6, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity
may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to notify such
Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. Such Indemnified
Party shall have the right to 

  

 16 








 
employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the employment of
such counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30
days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with
those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel
and participate in the defense thereof but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and
paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local
counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the
written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any
time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that
it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 90 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying
Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its
intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include
an admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party. 
  
 (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 6 in
respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, 

  

 17 








 
shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holders on the other in connection with
the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be
determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be
deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. 
  

(e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount
in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages which it 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. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not
joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 
  
 (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the Company’s officers
or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder. 
  

 18 








 Section 7. Information Requirements. (a) The Company covenants that, if at any time before the end
of the Effectiveness Period it is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further action as any Holder of Registrable Securities may reasonably request
in writing (including, without limitation, making such representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144, Rule 144A, Regulation S and Regulation D under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of
any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed
with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section
of the Exchange Act. 
  
 (b) The Company shall file the reports
required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-1 or Form S-3, as the case may be, in order to allow the Company to be eligible to file registration statements on
Form S-1 or Form S-3. 
  
 Section 8. Miscellaneous.

  
 (a) No Conflicting Agreements. The Company is not, as
of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement. The
Company represents and warrants that the rights granted to the Holders of Registrable Securities hereunder do not in any way conflict with the rights granted to the holders of the Company’s securities under any other agreements. 
  
 (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority
of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Debentures deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such
Debentures are or would be convertible as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a Shelf Registration 

  

 19 








 
Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at least a
majority of the Registrable Securities being sold by such Holders pursuant to such Shelf Registration Statement; provided that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such
Holder. 
  
 (c) Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if
made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows: 
  
 (x) if to a Holder of
Registrable Securities, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; 
  
 (y) if to the Company, to: 
  
 Red Hat, Inc. 
 1801 Varsity Drive 

Raleigh, North Carolina 27606 
 Attention:
General Counsel 
 Telecopy No.: (919) 754-3704 
  
 (z) if to the Initial Purchaser, to: 
  
 c/o UBS Securities LLC 
 299 Park Avenue

 New York, New York 10171 
 Attention: Syndicate Department 
 Telecopy No.: (212) 821-4998 
  
 with a copy to (for informational purposes only): 
  
 c/o UBS Securities LLC 
 677 Washington Boulevard 
 Stamford, Connecticut 06901 
 Attention: Legal Department 
 Telecopy No.: (203) 719-0683 
  

 20 








 or to such other address as such person may have furnished to the other persons identified in this Section 8(c) in
writing in accordance herewith. 
  
 (d) Approval of
Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) (other than the Initial Purchaser or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such required percentage. 
  
 (e) Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchaser or any Holder shall be deemed, for
purposes of this Agreement, to be an assignee of the Initial Purchaser or such Holder, as the case may be. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities. 
  
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which
taken together shall constitute one and the same agreement. 
  
 (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  
 (i) Severability.
If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use its reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  

 21 








 (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the
Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company
with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. 
  
 (k)
Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments
of and provide for liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 
  

 22 








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

  

					
	RED HAT, INC.
		
	By:	 	 /s/ Kevin B. Thompson

	 	 	

	 	 	 Name:
	 	 Kevin B. Thompson

	 	 	 Title:
	 	Executive Vice President
and Chief Financial Officer


  
 Confirmed and accepted as of the
date first above written: 
  

			
	UBS SECURITIES LLC
		
	By:	 	 /s/ Tony Trousset

	 	 	

	 	 	 Name: Tony Trousset

	 	 	 Title: Executive Director

		
	By:	 	 /s/ Scott Jacobsen

	 	 	

	 	 	 Name: Scott Jacobsen

	 	 	 Title: Director


  

 23