Registration Rights Agreement



 Exhibit 10.1 
 Burlington Coat Factory Warehouse Corporation 
 $450,000,000 10.000%
Senior Notes due 2019 
  
  

Exchange and Registration Rights Agreement 
 February 24, 2011 
 Goldman, Sachs & Co., 

J.P. Morgan Securities LLC 
 Merrill Lynch,
Pierce, Fenner & Smith Incorporated 
 Wells Fargo Securities, LLC 
     as Purchasers 
 c/o Goldman, Sachs & Co. 

200 West Street 
 New York, New York 10282-2198

 Ladies and Gentlemen: 
 Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) $450,000,000 in aggregate principal amount of its 10.000% Senior Notes due 2019, which are guaranteed by the entities listed on Annex A hereto (the “Guarantors”). As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows: 
 1. Certain Definitions. For purposes of this
Exchange and Registration Rights Agreement (this “Agreement”), the following terms shall have the following respective meanings: 
 “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

 The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange
Act. 
 “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission
under the Exchange Act, as the same may be amended or succeeded from time to time. 
 “Closing Date” shall mean
the date on which the Securities are initially issued. 







 “Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 
 “EDGAR System” means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act
and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format). 

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the
Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the
Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. 

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(ii) or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded
from time to time. 
 “Exchange Offer” shall have the meaning assigned thereto in Section 2(a).

 “Exchange Registration” shall have the meaning assigned thereto in Section 3(c). 

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a). 

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a). 

“Guarantor” shall have the meaning assigned thereto in the Indenture. 

The term “holder” shall mean each of the Purchasers and other persons who acquire Securities from time to time
(including any successors or assigns), in each case for so long as such person owns any Securities. 

“Indenture” shall mean the indenture, dated as of February 24, 2011, between the Company, the Guarantors and
Wilmington Trust FSB, as trustee, as the same may be amended from time to time. 
 “Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. 
 The term “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or
governmental agency. 

  
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 “Purchase Agreement” shall mean the Purchase Agreement, dated as of
February 17, 2011, between the Purchasers, the Company and the Guarantors relating to the Securities. 

“Purchasers” shall mean the Purchasers named in Schedule A to the Purchase Agreement. 

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a
Registrable Security upon the earliest to occur of the following: (i) in the circumstances contemplated by Section 2(a), the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a)
(provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the Resale Period); (ii) in the circumstances contemplated by Section 2(b), a Shelf Registration Statement registering such Security under the
Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) subject to
Section 8(b), such Security is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Security shall cease to be outstanding. 

“Registration Default” shall have the meaning assigned thereto in Section 2(d). 

“Registration Default Period” shall have the meaning assigned thereto in Section 2(d). 

“Registration Expenses” shall have the meaning assigned thereto in Section 4. 

“Resale Period” shall have the meaning assigned thereto in Section 2(a). 

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of
Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the
purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by
the broker-dealer directly from the Company. 
 “Rule 144,” “Rule 405”,
“Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean, in each case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time. 
 “Securities” shall mean,
collectively, the $450,000,000 in aggregate principal amount of the Company’s 10.000% Senior Notes due 2019 to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each
Security is entitled to the benefit of the guarantee provided by the Gua- 

  
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rantors in the Indenture (the “Guarantee”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a
“Registrable Security” shall include a reference to the related Guarantee. 
 “Securities Act” shall
mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 
 “Shelf Registration” shall have the meaning assigned thereto in Section 2(b). 
 “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b). 
 “Special Interest” shall have the meaning assigned thereto in Section 2(d). 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time. 
 “Trustee” shall mean Wilmington Trust FSB, as trustee under the Indenture,
together with any successors thereto in such capacity. 
 Unless the context otherwise requires, any reference herein to a
“Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Section or other subdivision. 
 2. Registration Under the Securities Act.

 (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act, a
registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits
of the Indenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain specified transfer restrictions and provisions for Special Interest contemplated in
Section 2(d) below (such new debt securities hereinafter called “Exchange Securities”). The Company and the Guarantors agree to use reasonable best efforts to cause the Exchange Registration Statement to become effective under the
Securities Act no later than 365 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act.
Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days)
following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange
Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Ex-

  
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change Offer. The Exchange Offer will be deemed to have been “completed” only (i) if the Exchange Securities received by holders other than Restricted Holders in the Exchange
Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority
of the States of the United States of America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer, which shall be on a date that is not more than 45 days following the date the Exchange Registration Statement is declared effective. The Company and the Guarantors agree (x) to include in the Exchange
Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no
longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Subsections 6(a), (c), (d) and (e).

 (b) If (i) the Company and the Guarantors are not permitted to consummate the Exchange Offer because of a change in
applicable law or Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 45 days following the date the Exchange Registration Statement is declared effective or (iii) any holder
of Registrable Securities notifies the Company prior to the 20th Business Day following the completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not
resell the Exchange Securities to the public without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities
acquired directly from the Company or an affiliate of the Company, then the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under
the Securities Act on the date such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant
to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and the Guarantors
agree to use all commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 365 days after
the Closing Date); provided, that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in
Rule 405), then the Company and the Guarantors shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Company and the Guarantors agree to use all commercially
reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding. No


  
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holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder. The Company and the Guarantors agree, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to use
all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in
the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence shall
(A) relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) or (B) require the Company or the Guarantors to file more than one
post-effective amendment to the Shelf Registration Statement in any 45-day period. 
 (c) Notwithstanding the foregoing, the
Company may issue a notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities covered by the Shelf Registration Statement for a period
not to exceed 60 days in the aggregate in any twelve-month period (a “Suspension Period”) if (i) such action is required by applicable law; or (ii) due to the existence of material non-public information, disclosure of
such material non-public information would be required to make the statements contained in the applicable registration statement not misleading (including for the avoidance of doubt, the pendancy of an acquisition, disposition or public or private
offering by the Company), and the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of its obligations hereunder); provided that (x) the Company promptly
thereafter complies with the requirements of Section 3(d) hereof and (y) the required period of effectiveness for the Shelf Registration Statement set forth in Section 2(b) hereof shall be extended by the number of days during which
such Shelf Registration Statement was not effective or usable pursuant to the foregoing provisions. 
 (d) In the event that
(i) the Company and the Guarantors have not filed the Exchange Registration Statement or the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or
Section 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 Business Days after the Effective Time of the Exchange Registration
Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 2(b) is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each
period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such 

  
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Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable
Securities then outstanding at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90
days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Special Interest shall accrue and be payable only with respect to a single Registration Default at any
given time, notwithstanding the fact that multiple Registration Defaults may exist at such time. 
 (e) The Company shall take,
and shall cause the Guarantors to take, all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions reasonably necessary or desirable to
register the Guarantee under any Exchange Registration Statement or Shelf Registration Statement, as applicable. 
 (f) Any
reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time; and any reference herein to any post-effective
amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. 

3. Registration Procedures. 
 If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply: 

(a) At or before the Effective Time of the Exchange Registration or any Shelf Registration, whichever may occur first, the Company shall
qualify the Indenture under the Trust Indenture Act. 
 (b) In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 
 (c) In connection with the Company’s and the Guarantors’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company and the Guarantors shall: 
 (i) use their reasonable best efforts to
prepare and file with the Commission, an Exchange Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the
Resale Period to be effected as contemplated by Section 2(a), and use all reasonable best efforts to cause such Exchange Registration Statement to become effective no later than 365 days after the Closing Date; 

(ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement
and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Sec-

  
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tion 2(a) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly
provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust
Indenture Act, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities; 
 (iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such Exchange Registration Statement, and confirm such advice in writing, (A) when such
Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when
the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange
Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings
for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (F) the occurrence of any event that causes the Company to become an
“ineligible issuer” as defined in Rule 405, or (G) if at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an 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 in light of the circumstances then existing; 
 (iv) in the event that the Company and the Guarantors would be required, pursuant to Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange Securities, promptly prepare and furnish to
each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing; 
 (v) use all commercially reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date; 
 (vi) use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by
Section 2(a) no later than the commencement of the Exchange Offer, to the extent required by such laws, (B) keep such registrations or qualifications in effect 

  
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and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period, (C) take any and all other
actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions and (D) obtain the consent or approval of each governmental agency or
authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period; provided, however,
that neither the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this
Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing
documents or any agreement between it and its stockholders; 
 (vii) obtain a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time; and 
 (viii) comply with all applicable rules and regulations of the Commission, and
make generally available to its securityholders no later than eighteen months after the Effective Time of such Exchange Registration Statement, an “earning statement” of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158 thereunder). 
 (d) In connection with the
Company’s and the Guarantors’ obligations with respect to the Shelf Registration, if applicable, the Company and the Guarantors shall: 
 (i) prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register
all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by the holders of Registrable Securities as, from time to time, may be Electing Holders and use all
commercially reasonable efforts to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b); 
 (ii) mail the Notice and Questionnaire to the holders of Registrable Securities not less than 30 days prior to the anticipated Effective Time of the Shelf Registration Statement and no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless and until such holder has
returned a completed and signed Notice and Questionnaire to the Company; 
 (iii) after the Effective Time of the Shelf
Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required (A) to take
any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and
signed Notice and Questionnaire to the Company and (B) nothing in this 

  
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clause (iii) shall require the Company or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period; 

(iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and
the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission
to the extent such documents are not publicly available on the Commission’s EDGAR System; 
 (v) comply with the provisions
of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf
Registration Statement; 
 (vi) provide the Electing Holders and not more than one counsel for all the Electing Holders the
opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto; 

(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in
Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have
a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public
accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of the respective counsel
referred to in Section 3(d)(vi), to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering on behalf of the
Electing Holders shall be conducted by one counsel designated by the holders of at least a majority in aggregate principal amount of the Registrable Securities held by the Electing Holders at the time outstanding and provided further that
each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter
of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be
set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission 

  
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and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; 
 (viii) promptly notify each of the Electing Holders and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or
supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or
threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company set forth in Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (F) the occurrence of any event that causes the
Company to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an 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 in light of the circumstances then existing; 
 (ix) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest
practicable date; 
 (x) if requested by any Electing Holder, promptly incorporate in a prospectus supplement or post-effective
amendment such information as is required by the applicable rules and regulations of the Commission and as such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including
information with respect to the principal amount of Registrable Securities being sold by such Electing Holder, the name and description of such Electing Holder, the offering price of such Registrable Securities and any discount, commission or other
compensation payable in respect thereof and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder; and make all required filings of such prospectus supplement or post-effective amendment
promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; 
 (xi)
furnish to each Electing Holder and the counsel referred to in Section 3(d)(vi) an executed copy (or a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto
(in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by
reference therein unless specifically so requested by such Electing Holder) and of the 

  
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prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act to the extent such documents are not available through the Commission’s EDGAR System, and such other documents, as such Electing Holder may reasonably request in order to facilitate
the offering and disposition of the Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(e), the Company hereby
consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Company, in
connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto; 

(xii) use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf
Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration Statement is required to remain effective under Section 2(b) and for so long as may be necessary to enable any such Electing Holder
to complete its distribution of Registrable Securities pursuant to such Shelf Registration Statement, (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder to consummate the
disposition in such jurisdictions of such Registrable Securities and (D) obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities; provided, however, that neither the Company nor the Guarantors shall be
required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of
process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

 (xiii) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders to facilitate
the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be printed, penned,
lithographed, engraved or otherwise produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; 
 (xiv) obtain a CUSIP number for all Registrable Securities that have been registered under the Securities Act, not later than the applicable Effective Time; 

(xv) notify in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this
Agreement pursuant to Section 9(h) and of any amendment or waiver effected pursuant thereto, each of which 

  
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notices shall contain the text of the amendment or waiver proposed or effected, as the case may be; and 
 (xvi) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than eighteen months after the Effective Time of such Shelf
Registration Statement an “earning statement” of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder). 

(e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(G), to notify the Electing Holders, the Company
shall promptly prepare and furnish to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(G), such Electing Holder shall forthwith discontinue the
disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the
Company, such Electing Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, of the prospectus covering such Registrable Securities in such Electing Holder’s possession at the time of
receipt of such notice. 
 (f) In the event of a Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice and Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution
of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such
Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder
or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable
Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, 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 in light of the circumstances then existing. 
 (g) Until the expiration of earlier of one year after the Closing Date and the date on which all Securities have ceased to be Registrable Securities, the Company will not, and will not permit any of its
“affiliates” (as defined in Rule 144) to, resell 

  
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any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement, or a valid exemption from the registration requirements, under the
Securities Act. 
 (h) As a condition to its participation in the Exchange Offer, each holder of Registrable Securities shall
furnish, upon the request of the Company, a written representation to the Company (which may be contained in the letter of transmittal or “agent’s message” transmitted via The Depository Trust Company’s Automated Tender Offer
Procedures, in either case contemplated by the Exchange Registration Statement) to the effect that (A) it is not an “affiliate” of the Company, as defined in Rule 405 of the Securities Act, or if it is such an
“affiliate”, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding
with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a broker-dealer that holds
Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates), it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the Securities to be exchanged in the Exchange Offer from
the Company or any of its affiliates, and (F) it is not acting on behalf of any person who could not truthfully and completely make the representations contained in the foregoing subclauses (A) through (E). 

4. Registration Expenses. 
 The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s performance of or compliance with this Agreement, including (a) all Commission and any
FINRA registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the Eligible Holders in connection with such registration, filing and review, (b) all fees and expenses in connection with the
qualification of the Registrable Securities and the Exchange Securities, as applicable, for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) and determination of their eligibility for investment
under the laws of such jurisdictions as the Electing Holders may designate, including any reasonable fees and disbursements of counsel for the Electing Holders in connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities or Exchange Securities, as applicable, for delivery and the expenses of printing or producing any selling agreements and blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities or Exchange Securities, as applicable, to be disposed of (including certificates representing the Securities or Exchange Securities, as applicable), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities or Exchange Securities, as applicable, and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of
the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and 

  
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expenses of the Company’s officers and employees performing legal or accounting duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified public
accountants of the Company, (h) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate
principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (i) any fees charged by securities rating services for rating the Registrable Securities or the Exchange
Securities, as applicable, and (j) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To
the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities, Securities or Exchange Securities, as applicable, the Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and
commissions, if any, and transfer taxes, if any, attributable to the sale of such Registrable Securities and Exchange Securities, as applicable, and the fees and disbursements of any counsel or other advisors or experts retained by such holders
(severally or jointly), other than the counsel and experts specifically referred to above. 
 5. Representations and
Warranties. 
 Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with,
each Purchaser and each of the holders from time to time of Registrable Securities that: 
 (a) Each registration statement
covering Registrable Securities, Securities or Exchange Securities, as applicable, and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any
further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the
Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(c)(iii)(G) or
Section 3(d)(viii)(G) until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e) or (B) during any applicable Suspension Period, each such registration
statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d), as then amended or supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a
holder of Registrable Securities expressly for use therein. 

  
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 (b) Any documents incorporated by reference in any prospectus referred to in
Section 5(a), when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable,
and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use
therein. 
 (c) The compliance by the Company with all of the provisions of this Agreement and the consummation of the
transactions herein contemplated will not, except as could not reasonably be expected to have a Material Adverse Change (as defined in the Purchase Agreement) (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws or other governing documents,
as applicable, of the Company or the Guarantors or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any
of their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company and the Guarantors of the
transactions contemplated by this Agreement, except (x) the registration under the Securities Act of the Registrable Securities and the Exchange Securities, as applicable, and qualification of the Indenture under the Trust Indenture Act,
(y) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offering and distribution of the Registrable Securities and the Exchange Securities,
as applicable, and (z) such consents, approvals, authorizations, registrations or qualifications that have been obtained and are in full force and effect as of the date hereof. 

(d) This Agreement has been duly authorized, executed and delivered by the Company and by the Guarantors. 

6. Indemnification and Contribution. 
 (a) Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included
in an Exchange Registration Statement and each of the Electing Holders as holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such
Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) an untrue statement or alleged untrue statement
of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any omission or
alleged omission to 

  
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state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained in any Exchange Registration Statement or any Shelf
Registration Statement or furnished by the Company to any such holder or any such Electing Holder, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and in each case, will reimburse each such holder and each such Electing Holder for any and all legal or other expenses reasonably incurred by them in connection
with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor the Guarantors shall be liable to any such person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without
limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use
therein. 
 (b) Indemnification by the Electing Holders. The Company may require, as a condition to including any
Registrable Securities in any Shelf Registration Statement filed pursuant to Section 2(b), that the Company shall have received an undertaking reasonably satisfactory to it from each Electing Holder of Registrable Securities included in such
Shelf Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors and all other Electing Holders of Registrable Securities included in such Shelf Registration Statement, against any losses,
claims, damages or liabilities to which the Company, the Guarantors or such other Electing Holders may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (1) an untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or any omission or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus (including, without limitation,
any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any Electing Holder, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or
other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake
liability to any person under this Section 6(b)(i) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such
registration. 

  
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 (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or
contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified
party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b) or to the extent it is not prejudiced as a proximate result of such failure. In case any such action shall be brought against any
indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred
by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (d) Contribution. If
for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or


  
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claim. Notwithstanding the provisions of this Section 6(d), no Electing Holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered by them and not joint. 

(e) The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company
or the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, each Electing Holder, and each person, if any, who controls any of the foregoing within the meaning of
the Securities Act; and the obligations of the holders and the Electing Holders contemplated by this Section 6 shall be in addition to any liability which the respective holder or Electing Holder may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company or the Guarantors and to each person, if any, who controls the Company within the meaning of the Securities Act, as well as to each officer and director of the other holders and
to each person, if any, who controls such other holders within the meaning of the Securities Act. 
 7. Underwritten
Offerings. 
 Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder
of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to
the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled
selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will
negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal
opinions and auditor “comfort” letters. 
 8. Rule 144. 

(a) Facilitation of Sales Pursuant to Rule 144. The Company covenants to the holders of Registrable Securities that to the extent
it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it un-

  
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der the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such
further action as any holder of Registrable Securities 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 limitations of
the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has
complied with such requirements. 
 (b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The
fact that holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant to Rule 144 shall not (1) cause such Securities to cease to be Registrable Securities or (2) excuse the Company’s and the
Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration and Special Interest. 

9. Miscellaneous. 
 (a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities,
Exchange Securities or Securities, as applicable, or any other securities which would be inconsistent with the terms contained in this Agreement. 
 (b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers and
the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of the Company under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction. Time
shall be of the essence in this Agreement. 
 (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile or by courier, or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it at 1830 Route 130 North, Burlington, New Jersey 08016, Attention: General Counsel, and if to a holder, to the address of such holder set forth in the security register
or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 

(d) Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the parties hereto, the holders from time to time of the Registrable Securities and the respective successors and assigns of the foregoing. In the event that any transferee of any holder of Registrable Securities shall
acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such


  
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Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits
of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms hereof. 
 (e) Survival. The respective indemnities,
agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf
of any holder of Registrable Securities, any director, officer or partner of such holder or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement,
the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer. 
 (f)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
 (g) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in
any way the meaning or interpretation of this Agreement. 
 (h) Entire Agreement; Amendments. This Agreement and the
other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such
Registrable Securities or is delivered to such holder. 
 (i) Inspection. For so long as this Agreement shall be in
effect, this Agreement and a complete list of the names and addresses of all the record holders of Registrable Securities shall be made available for inspection and copying on any Business Day by any holder of Registrable Securities for proper
purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c)
and at the office of the Trustee under the Indenture. 
 (j) Counterparts. This Agreement may be executed by the parties
in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 

  
 -21-









 (k) Severability. If any provision of this Agreement, or the application thereof in
any circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of such provision in every other respect and of the remaining provisions contained in this Agreement shall not
be affected or impaired thereby. 

  
 -22-









 If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is
understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof. 
 Very truly yours, 

 

			
	 Burlington Coat Factory
 Warehouse Corporation




			
		
	By:	 	 /s/ Robert LaPenta,
Jr.




			
	Name:	 	Robert LaPenta, Jr.
	Title:	 	Vice President and Treasurer
	
	 Each of the guarantors listed on
 Annex A hereto,

	as Guarantors



			
		
	By:	 	 /s/ Robert LaPenta,
Jr.




			
	Name:	 	Robert LaPenta, Jr.
	Title:	 	Vice President and Treasurer


  

			
	Accepted as of the date hereof:
	
	Goldman, Sachs & Co.


			
		
	By:	 	     Goldman, Sachs &
Co.



			
	(Goldman, Sachs & Co.)
		
		 	On behalf of each of the Purchasers


  
 -23-










			
	Wells Fargo Securities, LLC
		
	By:	 	 /s/ Chris McCoy

	Name:	 	Chris McCoy
	Title:	 	Director


  
 -24-










			
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
		
	By:	 	 /s/ Michelle Koren

	Name:	 	Michelle Koren
	Title:	 	Vice President


  
 -25-









 ANNEX A 

 

			
	 Guarantors
	 	 Jurisdiction of Organization

	 Burlington Coat Factory of Alabama, LLC
	 	Alabama
		
	 Burlington Coat Factory Realty of Huntsville, LLC
	 	Alabama
		
	 Burlington Coat Factory Warehouse of Anchorage, Inc.
	 	Alaska
		
	 Burlington Coat Factory Realty of Mesa, Inc.
	 	Arizona
		
	 Burlington Coat Factory Realty of Desert Sky, Inc.
	 	Arizona
		
	 Burlington Coat Factory of Arizona, LLC
	 	Arizona
		
	 Burlington Coat Factory of Arkansas, LLC
	 	Arkansas
		
	 Burlington Coat Factory Realty of Dublin, Inc.
	 	California
		
	 Burlington Coat Factory Realty of Florin, Inc.
	 	California
		
	 Burlington Coat Factory Realty of Ventura, Inc.
	 	California
		
	 Baby Depot of California, LLC
	 	California
		
	 Burlington Coat Factory of California, LLC
	 	California
		
	 Burlington Coat Factory of San Bernardino, LLC
	 	California
		
	 MJM Designer Shoes of California, LLC
	 	California
		
	 Burlington Coat Factory of Colorado, LLC
	 	Colorado
		
	 Burlington Coat Realty of East Windsor, Inc.
	 	Connecticut
		
	 Burlington Coat Factory of Connecticut, LLC
	 	Connecticut
		
	 Cohoes Fashions of Connecticut, LLC
	 	Connecticut
		
	 Burlington Coat Factory of Texas, Inc.
	 	Delaware
		
	 C.F.I.C. Corporation
	 	Delaware
		
	 Burlington Coat Factory Realty Corp.
	 	Delaware
		
	 Burlington Coat Factory of Delaware, LLC
	 	Delaware
		
	 MJM Designer Shoes of Delaware, LLC
	 	Delaware
		
	 Burlington Coat Factory Investments Holdings, Inc.
	 	Delaware
		
	 Burlington Coat Factory of Texas, L.P.
	 	Delaware









			
	 Guarantors
	 	 Jurisdiction of Organization

	 Burlington Coat Factory Realty of University Square, Inc.
	 	Florida
		
	 Burlington Coat Factory Realty of Coral Springs, Inc.
	 	Florida
		
	 Burlington Coat Factory Realty of West Colonial, Inc.
	 	Florida
		
	 Burlington Coat Factory Realty of Orlando, Inc.
	 	Florida
		
	 Burlington Coat Factory Realty of Sarasota, Inc.
	 	Florida
		
	 K&T Acquisition Corp.
	 	Florida
		
	 Burlington Coat Factory of Florida, LLC
	 	Florida
		
	 MJM Designer Shoes of Florida, LLC
	 	Florida
		
	 Bee Ridge Plaza, LLC
	 	Florida
		
	 Burlington Coat Factory Warehouse of Atlanta, Inc.
	 	Georgia
		
	 Burlington Coat Factory Realty of Morrow, Inc.
	 	Georgia
		
	 Burlington Coat Factory of Georgia, LLC
	 	Georgia
		
	 Burlington Coat Factory of Hawaii, LLC
	 	Hawaii
		
	 Burlington Coat Factory of Idaho, LLC
	 	Idaho
		
	 Burlington Coat Factory Warehouse of East St. Louis, Inc.
	 	Illinois
		
	 Burlington Coat Realty of Gurnee, Inc.
	 	Illinois
		
	 Burlington Coat Factory Realty of Bloomingdale, Inc.
	 	Illinois
		
	 Burlington Coat Factory Realty of River Oaks, Inc.
	 	Illinois
		
	 Burlington Coat Factory of Illinois, LLC
	 	Illinois
		
	 Burlington Coat Factory Realty of Greenwood, Inc.
	 	Indiana
		
	 Burlington Coat Factory of Indiana, LLC
	 	Indiana
		
	 Burlington Coat Factory of Iowa, LLC
	 	Iowa
		
	 Burlington Coat Factory of Kansas, LLC
	 	Kansas
		
	 Burlington Coat Factory of Kentucky, Inc.
	 	Kentucky
		
	 Burlington Coat Factory of Louisiana, LLC
	 	Louisiana
		
	 Burlington Coat Factory of Maine, LLC
	 	Maine


  
 -2-










			
	 Guarantors
	 	 Jurisdiction of Organization

	 Burlington Coat Factory of Maryland, LLC
	 	Maryland
		
	 Burlington Coat Factory Realty of North Attleboro, Inc.
	 	Massachusetts
		
	 Burlington Coat Factory of Massachusetts, LLC
	 	Massachusetts
		
	 Cohoes Fashions of Massachusetts, LLC
	 	Massachusetts
		
	 Burlington Coat Factory Warehouse of Detroit, Inc.
	 	Michigan
		
	 Burlington Coat Factory Warehouse of Grand Rapids, Inc.
	 	Michigan
		
	 Burlington Coat Factory Warehouse of Redford, Inc.
	 	Michigan
		
	 Burlington Coat Factory of Michigan, LLC
	 	Michigan
		
	 Burlington Coat Factory of Minnesota, LLC
	 	Minnesota
		
	 Burlington Coat Factory of Mississippi, LLC
	 	Mississippi
		
	 Burlington Coat Factory Realty of Des Peres, Inc.
	 	Missouri
		
	 Burlington Coat Factory of Missouri, LLC
	 	Missouri
		
	 Burlington Coat Factory of Montana, LLC
	 	Montana
		
	 Burlington Coat Factory of Nebraska, LLC
	 	Nebraska
		
	 Burlington Coat Realty of Las Vegas, Inc.
	 	Nevada
		
	 Burlington Coat Factory of Nevada, LLC
	 	Nevada
		
	 Burlington Coat Factory of New Hampshire, LLC
	 	New Hampshire
		
	 Burlington Coat Factory Direct Corporation
	 	New Jersey
		
	 Burlington Coat Factory Warehouse of Edgewater Park, Inc.
	 	New Jersey
		
	 Burlington Coat Factory Warehouse of New Jersey, Inc.
	 	New Jersey
		
	 MJM Designer Shoes of Moorestown, Inc.
	 	New Jersey
		
	 Super Baby Depot of Moorestown, Inc.
	 	New Jersey
		
	 Burlington Coat Factory Realty of Edgewater Park, Inc.
	 	New Jersey
		
	 Burlington Coat Factory Realty of Paramus, Inc.
	 	New Jersey
		
	 Burlington Coat Factory Realty of Pinebrook, Inc.
	 	New Jersey
		
	 Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.
	 	New Jersey


  
 -3-










			
	 Guarantors
	 	 Jurisdiction of Organization

	 Burlington Coat Factory of New Jersey, LLC
	 	New Jersey
		
	 Cohoes Fashions of New Jersey, LLC
	 	New Jersey
		
	 MJM Designer Shoes of New Jersey, LLC
	 	New Jersey
		
	 Burlington Coat Factory of New Mexico, LLC
	 	New Mexico
		
	 LC Acquisition Corp.
	 	New York
		
	 Georgetown Fashions Inc.
	 	New York
		
	 Monroe G. Milstein, Inc.
	 	New York
		
	 Burlington Coat Factory Realty of Yonkers, Inc.
	 	New York
		
	 Burlington Coat Factory of New York, LLC
	 	New York
		
	 Cohoes Fashions of New York, LLC
	 	New York
		
	 MJM Designer Shoes of New York, LLC
	 	New York
		
	 Burlington Coat Factory of North Carolina, LLC
	 	North Carolina
		
	 Burlington Coat Factory of North Dakota, LLC
	 	North Dakota
		
	 Burlington Coat Factory Warehouse of Cleveland, Inc.
	 	Ohio
		
	 Burlington Coat Factory of Ohio, LLC
	 	Ohio
		
	 Burlington Coat Factory Realty of Tulsa, Inc.
	 	Oklahoma
		
	 Burlington Coat Factory of Oklahoma, LLC
	 	Oklahoma
		
	 Burlington Coat Factory of Oregon, LLC
	 	Oregon
		
	 Burlington Coat Factory Warehouse Inc.
	 	Pennsylvania
		
	 Burlington Coat Factory Warehouse of Cheltenham, Inc.
	 	Pennsylvania
		
	 Burlington Coat Factory Warehouse of Langhorne, Inc.
	 	Pennsylvania
		
	 Burlington Coat Factory Warehouse of Montgomeryville, Inc.
	 	Pennsylvania
		
	 Burlington Coat Factory Realty of West Mifflin, Inc.
	 	Pennsylvania
		
	 Burlington Coat Factory Realty of Langhorne, Inc.
	 	Pennsylvania
		
	 Burlington Coat Factory Realty of Whitehall, Inc.
	 	Pennsylvania
		
	 Burlington Factory Warehouse of Reading, Inc.
	 	Pennsylvania


  
 -4-










			
	 Guarantors
	 	 Jurisdiction of Organization

	 Burlington Coat Factory Warehouse of Bristol, LLC
	 	Pennsylvania
		
	 Burlington Coat Factory of Pennsylvania, LLC
	 	Pennsylvania
		
	 MJM Designer Shoes of Pennsylvania, LLC
	 	Pennsylvania
		
	 Burlington Coat Factory of Puerto Rico, LLC
	 	Puerto Rico
		
	 Cohoes Fashions of Cranston, Inc.
	 	Rhode Island
		
	 Burlington Coat Factory of Rhode Island, LLC
	 	Rhode Island
		
	 Burlington Coat Factory Warehouse of Charleston, Inc.
	 	South Carolina
		
	 Burlington Coat Factory of South Carolina, LLC
	 	South Carolina
		
	 Burlington Coat Factory of South Dakota, LLC
	 	South Dakota
		
	 Burlington Coat Factory Warehouse of Hickory Commons, Inc.
	 	Tennessee
		
	 Burlington Coat Factory Warehouse of Memphis, Inc.
	 	Tennessee
		
	 Burlington Coat Factory Warehouse of Shelby, Inc.
	 	Tennessee
		
	 Burlington Coat Factory Realty of Memphis, Inc.
	 	Tennessee
		
	 Burlington Coat Realty of Plano, Inc.
	 	Texas
		
	 Burlington Coat Factory Warehouse of Baytown, Inc.
	 	Texas
		
	 M J M Designer Shoes of Texas, Inc.
	 	Texas
		
	 Burlington Coat Realty of Houston, Inc.
	 	Texas
		
	 Burlington Coat Factory Realty of Westmoreland, Inc.
	 	Texas
		
	 Burlington Coat Factory Realty of Bellaire, Inc.
	 	Texas
		
	 Burlington Coat Factory Realty of El Paso, Inc.
	 	Texas
		
	 Burlington Coat Factory of Utah, LLC
	 	Utah
		
	 Burlington Coat Factory of Vermont, LLC
	 	Vermont
		
	 BCF Cards, Inc.
	 	Virginia
		
	 Burlington Coat Factory Warehouse of Coliseum, Inc.
	 	Virginia
		
	 Burlington Coat Realty of Potomac, Inc.
	 	Virginia
		
	 Burlington Coat Factory Realty of Fairfax, Inc.
	 	Virginia


  
 -5-










			
	 Guarantors
	 	 Jurisdiction of Organization

	 Burlington Coat Factory Realty of Coliseum, Inc.
	 	Virginia
		
	 Burlington Coat Factory of Virginia, LLC
	 	Virginia
		
	 Burlington Coat Factory of Pocono Crossing, LLC
	 	Virginia
		
	 Burlington Coat Factory Realty of Franklin, Inc.
	 	Washington
		
	 Burlington Coat Factory of Washington, LLC
	 	Washington
		
	 Burlington Coat Factory of West Virginia, LLC
	 	West Virginia
		
	 Burlington Coat Factory of Wisconsin, LLC
	 	Wisconsin


  
 -6-









 Exhibit A 
 Burlington Coat Factory Warehouse Corporation 
 INSTRUCTION TO DTC
PARTICIPANTS 
 (Date of Mailing) 

URGENT - IMMEDIATE ATTENTION REQUESTED 

DEADLINE FOR RESPONSE: [DATE] a 
 The
Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Burlington Coat Factory Warehouse Corporation (the “Company”) Senior Notes due 2019 (the
“Securities”) are held. 
 The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

 It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights
to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests
in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Burlington Coat Factory Warehouse Corporation, 1830 Route 130 North, Burlington, New Jersey 08016,
Attention: General Counsel [Telephone Number]. 
  

	a	 Not less than 28 calendar days from date of mailing. 



  
 A-1









 Burlington Coat Factory Warehouse Corporation 

Notice of Registration Statement 
 and 
 Selling Securityholder Questionnaire 

(Date) 
 Reference is hereby
made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between Burlington Coat Factory Warehouse Corporation (the “Company”) and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Company has filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [__]
(the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Senior Notes due 2019 (the
“Securities”). A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at www.sec.gov. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. 
 Each beneficial
owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration
Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for
receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the
Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. 
 Certain
legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law
counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. 
 The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement. 

  
 A-2









 ELECTION 
 The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned
by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the
Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. 

Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company, its officers who sign
any Shelf Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”),
against certain loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be
stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this
Notice and Questionnaire. 
 Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder
will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. 

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and
complete: 

  
 A-3









 QUESTIONNAIRE 

 

					
	(1)	  	(a)	 	Full legal name of Selling Securityholder:
		  		 	  

			
		  	(b)	 	Full legal name of registered Holder (if not the same as in (a) above) of Registrable Securities listed in Item (3) below:
			
		  	(c)	 	Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held:
			
		  	(2)	 	Address for notices to Selling Securityholder:

  

							
		 	  
	 	
		 	  
	 	
		 	  
	 	
		 	Telephone:	 	                         
               
		 	Fax:
                                         
                                         
                  
		 	Contact Person:	 	                         
               
		 	E-mail for Contact Person: __________________________
		 		 		 	

  

					
		  	(3)	 	Beneficial Ownership of Securities:
			
		  		 	Except as set forth below in this Item (3), the undersigned does not beneficially own any
		  		 	Securities.
		
	(a)	  	Principal amount of Registrable Securities beneficially owned: _________________________________________________
		  	CUSIP No(s). of such Registrable Securities: ______________________________________________________________
		
	(b)	  	Principal amount of Securities other than Registrable Securities beneficially owned:
		  	____________________________________________________________________________________
		  	CUSIP No(s). of such other Securities: ______________________________________________________________
		
	(c)	  	Principal amount of Registrable Securities that the undersigned wishes to be included in
		  	the Shelf Registration Statement: ______________________________________________________________________
		  	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
		  	Statement: ______________________________________________________________________________________
			
		  	(4)	 	Beneficial Ownership of Other Securities of the Company:
		
		  	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the
Company, other than the Securities listed above in Item (3).
		
		  	State any exceptions here:
		  	____________________________________________________________________________________


  
 A-4










			
		  	  



			
		  	  



  
 A-5










					
	 (5)    Individuals who exercise dispositive powers with respect to the
Securities:

	
	 If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or
15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling Securityholders
should disclose the beneficial holders, not nominee holders or other such others of record. In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the
person or persons sharing voting and/or dispositive powers with respect to the Securities.

	
	 (a)      Is the holder a Reporting
Company?
  



			
	
           Yes            
    
	 	No                


					
	  
 If “No”, please answer
Item (5)(b).

	
	 (b)      List below the individual or individuals who exercise dispositive powers with
respect to the Securities:



							
		
		 	  

		 	  

		 	  



					
	
	 Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related
Prospectus.

	
	 (6)    Relationships with the Company:

	
	 Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity
holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

	
	 State any exceptions here:



							
		
		 	  

		 	  

		 	  



					
	
	 (7)    Plan of Distribution:

	
	 Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item
(3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation
service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the
writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Se-



  
 A-6










					
		 	curityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of
hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn
may sell such securities.
		
		 	State any exceptions here:
		 	  

		 	  

		 	  

		
		 	Note: In no event may such method(s) of distribution take the form of an underwritten offering of Registrable Securities without the prior written agreement of the
Company.
			
		 	(8)	  	Broker-Dealers:
	
	 The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers
be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even
if they did not receive the Registrable Securities as compensation for underwriting activities.

	
	 (a) State whether the undersigned Selling Securityholder is a registered broker-dealer:

	
	
Yes                          
      No                    

		
	(b)	 	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below
if applicable, will be included in the Shelf Registration Statement and related Prospectus.
	
	 (i)     Were the Securities acquired as compensation for underwriting
activities?

	
	 Yes                    
    No                    

		
		 	If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:
		 	  

		 	  

		 	  

			
		 		  	 (ii)    Were the Securities acquired for investment purposes?

	
	 Yes                    
        No                    

			
		 		  	 (iii)  If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason
for acquiring the Securities:


  

					
		  	  

		  	  

		  	  



  
 A-7










					
	(c)	  	State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer
affiliate(s):
		
		  	Yes
                            No           
         
		
		  	  

		  	  

		  	  

		
	(d)	  	If you answered “Yes” to question (c) above:
			
		  	(i)	  	Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business?
	
	
Yes                          
  No                    

		
		  	If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable
Securities:
		
		  	  

		  	  

		  	  

		
	(ii)	  	At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or
indirectly, with any person to dispose of or distribute the Registrable Securities?
	
	
Yes                          
  No                    

		
		  	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:
		
		  	  

		  	  

		  	  

		
		  	If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement
and the related Prospectus.
			
		  	(9)	  	Hedging and short sales:
		
	(a)	  	State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to the Registrable
Securities:
	
	
Yes                          
  No                    

		
		  	If “Yes”, provide below a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and
the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place:
		
		  	  

		  	  

		  	  



  
 A-8










	(b)	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly Available Interpretations regarding short selling:


 “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is
not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not
be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively
sold prior to the effective date.” 
 By returning this Notice and Questionnaire, the undersigned Selling
Securityholder will be deemed to be aware of the foregoing interpretation. 

*        *        *      
  *        * 
 By signing below, the Selling Securityholder acknowledges that
it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act, particularly Regulation M (or any successor rule or regulation). 

The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration Rights Agreement to indemnify and hold
harmless the Company and certain other persons as set forth in the Exchange and Registration Rights Agreement. 
 In the event
that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the
transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. 
 By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in
the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

 In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration
Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided
herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect and to provide such additional information that the Company may reasonably request regarding such Selling Securityholder and
the intended method of distribution of Registrable Securities in order to comply with the Securities Act. Except as otherwise provided in the Exchange and Registration Rights Agreement, all notices hereunder and pursuant to the Exchange and
Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: 

  
 A-9










							
	 	  	(i)     	  	To    the Company:	  	 
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	(ii)	  	With a copy to:	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	

 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal
representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire shall be
governed in all respects by the laws of the State of New York. 

  
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	 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either
in person or by its duly authorized agent.

	
	 Dated:
                            

	
	  

	 Selling Securityholder
 (Print/type full legal name of beneficial owner of Registrable Securities)

		
	 By:
	  	  

	 Name:
	  	
	 Title:
	  	
	
	 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE
COMPANY’S COUNSEL AT:


  

					
	  
 
	  
 
	  
 
	  
 
	
 
 


  
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 Exhibit B 
 NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 
 Wilmington Trust FSB

 Burlington Coat Factory Warehouse Corporation 
 c/o Wilmington Trust FSB 
 [Address of Trustee] 

Attention: Trust Officer 
  

	Re:	Burlington Coat Factory Warehouse Corporation (the “Company”) 

 $450,000,000 Senior Notes due 2019 
 Dear Sirs: 

Please be advised that
                             has transferred $        
aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [          ] (File No. 333-         )
filed by the Company. 
 We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as
amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name. 
 Dated: 

 

			
	Very truly yours,
		
		 	  

		 	(Name)
		
	By:	 	  

		 	(Authorized Signature)


  
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