Exhibit 10.1

STOCKHOLDERS AGREEMENT

This STOCKHOLDERS AGREEMENT (the “ Agreement ”) made and entered into as of this 29 ^th day of February, 2012, by and among Carpenter Technology Corporation, a Delaware corporation (the “ Company ”); HHEP-Latrobe, L.P., a Delaware limited partnership (“ Hicks ”), Watermill-Toolrock Partners, L.P., a Delaware limited partnership, and Watermill-Toolrock Partners II, L.P., a Delaware limited partnership and Watermill-Toolrock Enterprises, LLC, a Delaware limited liability company (collectively, “ Watermill ,” and together with Hicks, the “ Investors ”).

RECITALS

WHEREAS, on June 20, 2011, the Company entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with Hawke Acquisition Sub, a Delaware corporation and wholly owned subsidiary of the Company (“ Acquisition Sub ”), Latrobe Specialty Metals, Inc., a Delaware corporation (“ Latrobe ”) and the stockholder representatives, pursuant to which Latrobe will be merged with and into Acquisition Sub (the “ Merger ”), with Latrobe as the surviving corporation in the Merger pursuant to which, among other things, the Investors shall be entitled to receive Shares in connection with the transactions contemplated thereby;

WHEREAS, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are a condition of, and a material inducement to, the Company’s and Latrobe’s willingness to enter into the Merger Agreement and undertake to consummate the transactions contemplated therein; and

WHEREAS, the parties hereto desire to enter into this Agreement to establish certain arrangements with respect to the Shares to be Beneficially Owned by the Investors and any Affiliate Transferees pursuant to Section 3.1 (each such Person is referred to herein as a member of the “ Investor Group ”), following the Closing, including certain restrictions on the transfer and resale of the Shares and on certain other actions of the Investor Group, and to provide for, among other things, certain corporate governance rights.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

In addition to the other terms defined in this Agreement, the following terms shall have the following meanings, applicable to both the singular and plural forms thereof:

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Beneficial Ownership ” has the meaning set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act. The terms “beneficially own,” “Beneficial Owner” and “beneficially owned” shall have a correlative meaning.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day on which the New York Stock Exchange is open for trading.

“ Closing ” has the meaning set forth in the Merger Agreement.

“ Closing Date ” means the date of the consummation of the Merger.

“ Common Stock ” means the shares of the Company’s common stock, par value $5.00 per share.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

“ Person ” means an individual, a partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity.

“ SEC ” means the United States Securities and Exchange Commission, or such other federal agency at the time having the principal responsibility for administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

“ Shares ” means (i) shares of Common Stock or (ii) any securities issued by the Company in respect of or in substitution for Common Stock in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization, in each case, acquired by any member of the Investor Group.

“ Standstill Termination Date ” means the date that is the fifth anniversary of the Closing Date.

“ Transfer ” shall mean to voluntary or involuntary, directly or indirectly (including through the transfer of interests in controlled Affiliates or otherwise), offer, sell, assign, transfer, grant a participation in, pledge or otherwise dispose of any Shares, or enter into an agreement to do any of the foregoing.

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“ Voting Agreement Termination Date ” means the date that is the first day after the 2014 annual meeting of stockholders of the Company, provided that if the Hicks Designee or the Watermill Designee resigns from the Board prior to that date, then the Voting Agreement Termination Date shall mean with respect to Hicks and its Affiliates or Watermill and its Affiliates, as applicable, the earlier to occur of (i) the first day after the 2013 annual meeting of stockholders of the Company or (ii) January 1, 2014, if the 2013 annual meeting of stockholders of the Company has not been held on or prior to December 31, 2013.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1. Representations and Warranties of the Investors . Each Investor, severally and not jointly, represents and warrants to the Company the following:

2.1.1. Such Investor has the requisite power and authority to enter into, execute, and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Investor;

2.1.2. This Agreement has been duly and validly executed and delivered by such Investor and is, assuming due execution and delivery hereof by the Company and that the Company has full legal power and right to enter into this Agreement, a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy; and

2.1.3. The Investor understands and acknowledges that, until such time as the same is no longer required under any applicable requirements of the Securities Act and the rules and regulations thereunder or applicable state securities laws, the Company and its transfer agent shall make such notation in the stock book and transfer records of the Company or, in the case of certificated Shares, imprint legends as may be necessary to record that the transfer of the Shares must be registered under the Securities Act (subject to any applicable exemptions).

2.2. Representations and Warranties of the Company . The Company represents and warrants to each of the Investors the following:

2.2.1. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into, execute, and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company; and

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2.2.2. This Agreement has been duly and validly executed and delivered by the Company and is, assuming due execution and delivery hereof by each of the Investors and that each of the Investors has full legal power and right to enter into this Agreement, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy.

ARTICLE III

TRANSFER PROVISIONS

3.1. Restrictions .

3.1.1. During the period beginning at the Closing and ending on the date that is six months after the Closing Date, no member of the Investor Group shall, directly or indirectly, Transfer all or any portion of the Shares held by a member of the Investor Group, other than by means of: a Transfer to an Affiliate of the Investor (an “ Affiliate Transferee ”) that agrees in writing with the Investor (i) that such Affiliate Transferee shall be bound by the provisions and entitled to the rights of this Agreement as if it were such Investor and (ii) to promptly Transfer such Shares back to the Investor if such Affiliate ceases to be an Affiliate of such Investor; or a Transfer otherwise approved by the Board.

3.1.2. Other than Transfers of Shares to an Affiliate Transferee, any Transfer of Shares shall be (i) pursuant to an effective registration statement under the Securities Act; (ii) pursuant to Rule 144 of the Securities Act; or (iii) upon receipt by the Company of an opinion of counsel, delivered by such Stockholder and reasonably satisfactory to the Company, that such Transfer is exempt from registration under the Securities Act.

3.1.3. For the avoidance of doubt, Sankaty shall not be deemed to be Affiliates of the Company for purposes of Section 144 of the Securities Act as a result of the Shares issued in the Merger.

3.2. Purported Transfers Void . Any Transfer or purported Transfer made in violation of this Agreement shall be null and void, and the Company shall not be required to record any such Transfer or purported Transfer in its books and records or to recognize the purported transferee of such Shares as a stockholder. The Investor Group consents to the Company making a notation on its books and records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on Transfer established in this Agreement.

3.3. Stock Legends .

3.3.1. Each certificate or book-entry confirmations representing Shares shall be subject to stop transfer instructions and shall be stamped or otherwise imprinted with legends substantially in the following form (in addition to any legend required under applicable state securities laws):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE STOCKHOLDER AGREEMENT CONTAINS RESTRICTIONS ON THE SALE OR TRANSFER OF SUCH SECURITIES. THE HOLDER OF THESE SHARES, BY ACCEPTANCE OF THIS CERTIFICATE OR CONFIRMATION, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

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3.3.2. The Company shall remove such portion of the foregoing legend as is appropriate from certificates or book-entry confirmations at the expense of the Company with certificates or book-entry confirmations not bearing the legend required by Section 3.1 in the circumstances as promptly as practicable upon request to enable Transfers permitted by Section 3.1 .

ARTICLE IV

BOARD REPRESENTATION

4.1. Initial Appointment of Investor Designees .

4.1.1. Upon the Closing, the Company shall increase the size of the Board by two directors so that, upon such increase: (i) the Board shall consist of twelve directors and (ii) the Board shall appoint as directors to fill the two vacancies (x) a director designated by Hicks (initially such director shall be Thomas O. Hicks (the “ Hicks Designee ”) and (y) a director designated by Watermill (initially such director shall be Steven E. Karol (the “ Watermill Designee ”) (the Hicks Designee and the Watermill Designee shall each be known as an “ Investor Designee ”) to serve as directors in the class of directors whose terms expire (i) in the case of a Closing which occurs prior to the mailing of the proxy statement for the Company’s 2011 annual meeting of the Company’s stockholders (a “ Pre-Annual Meeting Closing ”), at the 2011 annual meeting of the Company’s stockholders or (ii) in the case of a Closing which occurs following the mailing of the proxy statement for the Company’s 2011 annual meeting of the Company’s stockholders, at the 2014 annual meeting of the Company’s stockholders.

4.1.2. In the case of a Pre-Annual Meeting Closing, the Company agrees that the Company and the Board will cause the slate of nominees standing for election, and recommended by the Board, at the 2011 annual meeting of the Company’s stockholders to include the Investor Designees and specifically to:

(i) nominate both of the Investor Designees for election at the 2011 annual meeting as directors of the Company to hold office until the Company’s 2014 annual meeting of stockholders or until their successors are duly elected and qualified;

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(ii) recommend both of the Investor Designees for election as directors of the Company at the 2011 annual meeting, and cause the Company to use its reasonable efforts to solicit proxies in favor of the election of both of the Investor Designees;

(iii) cause all proxies received by the Company to be voted in the manner specified by such proxies, or if not specified, in favor of the slate of directors that includes the Investor Designees at such meeting of stockholders, and as determined by those designated as the Company’s proxies with respect to other matters; and

(iv) provide the Investor Designees with copies of any proxy material or other solicitation materials to be delivered to stockholders in connection with the 2011 annual meeting at least two business days, in the case of proxy statements, and at least one business day, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the Investor Designees a reasonable opportunity to review and comment on such materials. The Company’s 2011 proxy statement shall contain the same type of information concerning the Investor Designees as provided for the incumbent director nominees.

4.1.3. Hicks has determined and represents and warrants to the Company as of the date hereof that Thomas O. Hicks qualifies as an Independent Director and Watermill has determined and warrants to the Company as of the date hereof that Steven E. Karol qualifies as an Independent Director. As used herein, “ Independent Director ” means any director who is or would be an “independent director” with respect to the Company pursuant to Section 303A.02 of the New York Stock Exchange Listed Company Manual, Section 10A of the Exchange Act (or any successor provisions), and the categorical standards utilized by the Board when determining director independence, in each case as amended from time to time. Each of Thomas O. Hicks and Steven E. Karol are reasonably acceptable to the Corporate Governance Committee of the Board as of the date hereof to serve as Independent Directors.

4.1.4. Investor Designees shall comply with the provisions of the corporate governance documents of the Board; the policies and procedures applicable to all non-management directors of the Board from time to time in effect; and the rules and regulations of the SEC and the exchange on which the Common Stock is then listed. In the event an Investor Designee does not so comply at any time when an Investor Designee is a member of the Board, then such Investor Designee shall take such action as is necessary to promptly comply therewith (if such failure to comply is curable) or promptly tender to the Board his or her resignation from the Board. Nothing in this Section 4.1.4 shall affect the rights of Hicks and Watermill under Section 4.2 hereof. Any Person shall sign an Investor Designee Agreement in substantially the form attached hereto as Exhibit A prior to, and as a condition of, becoming an Investor Designee.

4.1.5. For the avoidance of doubt, in the event that the Board determines to increase or decrease the size of the Board during any period in which the Investors have the right to nominate directors pursuant to Article IV , Hicks’ right to designate Hicks Designee for nomination by the Board and Watermill’s right to designate the Watermill Designee for nomination by the Board shall not be adjusted.

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4.2. Right to Replace Investor Designees . Each of Hicks and Watermill shall have the right to designate a replacement Hicks Designee or Watermill Designee, as applicable, who must be an Independent Director and reasonably acceptable to the Corporate Governance Committee of the Board, for each Investor Designee designated in accordance with this Article IV upon death, resignation, retirement, disqualification, removal from office or other cause. The Board shall appoint or nominate, as the case may be, each Investor Designee so designated pursuant to this Section 4.2 .

4.3. Director Compensation; D&O Insurance and Indemnification Agreements . From and after the Closing, the Company (i) agrees that any Investor Designees serving on the Board shall be entitled to the same rights, privileges and compensation as provided to all other non-employee members of the Board in their capacity as such, including with respect to insurance coverage, director indemnification agreements and reimbursement for Board participation and related expenses and (ii) shall purchase and maintain, at its own expense, directors and officers liability insurance coverage, on behalf of and covering the individuals who at any time on or after the Closing are or become directors of the Company, against expenses, liabilities or losses asserted against or incurred by such individual in such capacity or arising out of such individual’s status as such, subject to customary exclusions.

ARTICLE V

STANDSTILL AGREEMENT

5.1. Standstill Agreement . Except as expressly provided in this Agreement or as otherwise requested or consented to by the Company or required by applicable law, each Investor covenants and agrees that, from and after the date hereof until the Standstill Termination Date, no Investor nor any Affiliate of an Investor shall, singly or as part of a partnership, limited partnership, syndicate or other group (as those terms are used in Section 13(d)(3) of the Exchange Act), directly or indirectly:

5.1.1. acquire, offer or propose to acquire, or agree to acquire, by purchase, gift or otherwise, directly or indirectly, the Beneficial Ownership of any additional equity securities of the Company (or any warrants, options, or other rights to purchase or acquire, or any securities convertible into, or exchangeable for, any equity securities of the Company) other than any Shares acquired by such Investor pursuant to any provision of the Merger Agreement, except pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction or grant or issuance approved by the Board;

5.1.2. sell, dispose or otherwise Transfer any Shares that such Investor or its Affiliates Beneficially Owns to any Person who, after such sale, would to such selling Investor’s knowledge, after reasonable inquiry, Beneficially Own 5% or more of the outstanding voting securities of the Company following such transaction, unless the applicable transaction has been approved or recommended by the Board (excluding for purposes of the foregoing any sale effected in an ordinary market transaction or in an underwritten public offering);

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5.1.3. make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or seek to advise or influence any Person with respect to the voting of any securities of the Company or become a “participant” (as such term is defined in Schedule 14A under the Exchange Act) in any solicitation of proxies that is not approved by the Board;

5.1.4. form, join, encourage or in any way participate in the formation of, any “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act (other than the Investor Group) with respect to any Shares;

5.1.5. seek to have called any meeting of the stockholders of the Company;

5.1.6. initiate, propose or otherwise solicit stockholders of the Company for the approval of any stockholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act or otherwise or induce or attempt to induce any other person to initiate any stockholder proposal;

5.1.7. offer, propose or make any public announcement or proposal whatsoever with respect to, any form of business combination transaction involving the Company or its subsidiaries or any of its material assets (other than the transactions contemplated by the Merger Agreement), including a merger, exchange offer, or sale or liquidation of the Company’s assets, or any restructuring, recapitalization or similar transaction with respect to the Company;

5.1.8. seek publicly to have the Company waive, amend or modify any of the provisions contained in this Article V ;

5.1.9. publicly disclose or announce any intention, plan or arrangement to do any of the foregoing; or

5.1.10. advise, assist, instigate or knowingly encourage any third party to do any of the foregoing;

provided , however , that this Article V shall not prohibit or restrict (i) any action taken by the Investor Designees as members of the Board in such capacity, or (ii) the exercise by the Investors and the Investor Group of their voting rights with regard to Shares to the extent contemplated by Article VI .

ARTICLE VI

VOTING AGREEMENT

6.1. Voting Agreement . Each member of the Investor Group hereby agrees that, from the Closing Date through the Voting Agreement Termination Date, at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, each member of the Investor Group shall, in each case to the fullest extent that the Shares that are Beneficially Owned by a member of the Investor Group are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, appear at each such meeting or otherwise cause the Shares that are Beneficially Owned by a member of the Investor Group as of the applicable record date to be counted as present thereat for purposes of calculating a quorum; and

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6.1.1. vote (or cause to be voted), in person or by proxy, all of such Shares as of the applicable record date in favor of any slate of nominees standing for election to the Board that is recommended by the Corporate Governance Committee or the Board and submitted to the vote of the stockholders of the Company; and

6.1.2. with respect to any other matters submitted to a vote of the stockholders of the Company will not vote (or cause to be voted), in person or by proxy, any such Shares in the manner contrary to the recommendation of the Board.

6.2. Voting Covenants . Each member of the Investor Group hereby covenants and agrees that, except for this Agreement, it shall not (i) enter into at any time while this Agreement remains in effect, any voting agreement, voting trust or similar arrangement with respect to any Shares, (ii) grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any Shares that are Beneficially Owned by a member of the Investor Group (other than to the Company or other Persons designated by the Company) or (iii) deposit any Shares Beneficially Owned by an Investor or its Affiliates into a voting trust or subject any of such Shares to any similar arrangement.

ARTICLE VII

MISCELLANEOUS

7.1. Effectiveness of this Agreement . This Agreement shall become effective only upon the Closing of the Merger and shall have no force or effect until such time or in the event the Closing does not occur.

7.2. Notices . Except as otherwise provided below, whenever it is provided in this Agreement that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties hereto, or whenever any of the parties hereto desires to provide to or serve upon the other party any other communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be delivered in person, mailed by registered or certified mail (return receipt requested) or sent by overnight courier service or via facsimile transmission (which is confirmed), as follows:

if to the Investors, to the name and address set forth under the name of such Investor;

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The furnishing of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other

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communication hereunder shall be deemed to have been duly furnished or served on the party to which it is addressed, in the case of delivery in person or by facsimile, on the date when sent, in the case of overnight mail, on the day after it is sent and in all other cases, five Business Days after it is sent. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

7.3. Interpretation . When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include” and “including,” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation.” The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The words “as of the date of this Agreement” and words of similar import shall be deemed in each case to refer to the date of this Agreement as set forth in the Preamble hereto.

7.4. Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.5. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

7.6. Entire Agreement . This Agreement (together with the other documents delivered pursuant hereto) constitutes the entire agreement of the parties and supersedes all prior agreements, representations and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

7.7. Assignment . Other than Transfers to Affiliate Transferees pursuant to Section 3.1.1. , neither this Agreement nor any rights or obligations under this Agreement shall be assigned, in whole or in part, by any party without the prior written consent of the other party.

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7.8. Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns (including any Affiliate Transferee), and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.9. Mutual Drafting . Each party hereto has participated in the drafting of this Agreement, which each such party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision.

7.10. Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury .

7.10.1. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware applicable to contracts to be made, executed, delivered and performed wholly within such state and, in any case, without regard to the conflicts of law principles of such state.

7.10.2. Each of the parties irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware, and any appellate court therefrom, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware, and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.2 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

7.10.3. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

7.11. Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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7.12. Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that the parties to this Agreement and the third-party beneficiaries of this Agreement may not have an adequate remedy at law. It is accordingly agreed that the parties to this Agreement (on behalf of themselves and the third-party beneficiaries of this Agreement) shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce the terms of this Agreement; and that the parties to this Agreement shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law.

7.13. Amendment . Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company (to the extent approved by a majority of directors) and, in the case of any amendment or waiver which could reasonably be expected to adversely affect Hicks, upon the written consent of Hicks and, in the case of any amendment or waiver which could reasonably be expected to adversely affect Watermill, upon the written consent of Watermill.

7.14. Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default of the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by applicable law or otherwise afforded to any party, shall be cumulative and not alternative.

7.15. Termination . This Agreement shall terminate (i) prior to the Closing, on the date that the Merger Agreement is terminated in accordance with its terms, if the Merger Agreement is terminated, or (ii) after the Closing, on the date that no member of the Investor Group Beneficially Owns any Shares; provided , however , that in the event of termination pursuant to clause (ii) of this Section 7.15, (x)  Article III , Article IV , Article V and Article VI shall survive such termination and shall terminate in accordance with the terms of such Article and (y)  Article VII which shall survive such termination.

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This Stockholders Agreement has been executed and delivered as of the date first above written.

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Exhibit A

INVESTOR DESIGNEE AGREEMENT

Reference is made to that certain Stockholders Agreement, (the “ Stockholders Agreement ”) made and entered into as of this      day of February, 2012, by and among Carpenter Technology Corporation, a Delaware corporation (the “ Company ”); HHEP-Latrobe, L.P., a Delaware limited partnership (“ Hicks ”), Watermill-Toolrock Partners, L.P., a Delaware limited partnership, and Watermill-Toolrock Partners II, L.P., a Delaware limited partnership and Watermill-Toolrock Enterprises, LLC, a Delaware limited liability company (collectively, “ Watermill ”, and together with Hicks, the “ Investors ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Stockholders Agreement.

Section 4.1.4 of the Stockholders Agreement provides as follows:

“4.1.4. Investor Designees shall comply with the provisions of the corporate governance documents of the Board; the policies and procedures applicable to all non-management directors of the Board from time to time in effect; and the rules and regulations of the SEC and the exchange on which the Common Stock is then listed. In the event an Investor Designee does not so comply at any time when an Investor Designee is a member of the Board, then such Investor Designee shall take such action as is necessary to promptly comply therewith (if such failure to comply is curable) or promptly tender to the Board his or her resignation from the Board. Nothing in this Section 4.1.4 shall affect the rights of Hicks and Watermill under Section 4.2 hereof. Any Person shall sign an Investor Designee Agreement in substantially the form attached hereto as Exhibit A prior to, and as a condition of, becoming an Investor Designee.”

The undersigned hereby acknowledges, agrees and confirms that, by his execution of this Investor Designee Agreement and as a condition to becoming an Investor Designee, the undersigned has received and reviewed the Stockholders Agreement, shall be deemed to be an Investor Designee and shall be subject to and required to comply with the terms and provisions of Section 4.1.4 of the Stockholders Agreement. In connection therewith, the undersigned agrees to submit a resignation to the Chairperson of the Board of Directors of the Company if required pursuant to the terms of Section 4.1.4 of the Stockholders Agreement.

The undersigned agrees that irreparable damage would occur in the event that the undersigned does not comply with the obligations herein and the Company may not have an adequate remedy at law. It is accordingly agreed that the Company shall be entitled to injunctive or other equitable relief to enforce the terms of this Investor Designee Agreement. This Investor Designee Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware.

The undersigned has executed this Investor Designee Agreement as of the date written below.

[Signature Page to Investor Designee Agreement]

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) made and entered into as of this 29 ^th day of February, 2012, by and among Carpenter Technology Corporation, a Delaware corporation (the “ Company ”); HHEP-Latrobe, L.P., a Delaware limited partnership (“ Hicks ”), Watermill-Toolrock Partners, L.P., a Delaware limited partnership, Watermill-Toolrock Partners II, L.P., a Delaware limited partnership and Watermill-Toolrock Enterprises, LLC, a Delaware limited liability company (collectively, “ Watermill ” and together with Hicks, the “ Investors ”).

RECITALS

WHEREAS, on June 20, 2011, the Company entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with Hawke Acquisition Sub, a Delaware corporation and wholly owned subsidiary of the Company (“ Acquisition Sub ”), Latrobe Specialty Metals, Inc., a Delaware corporation (“ Latrobe ”) and the stockholder representatives, pursuant to which Latrobe will be merged with and into Acquisition Sub (the “ Merger ”), with Latrobe as the surviving corporation in the Merger; and

WHEREAS, in connection with the entry into the Merger Agreement, the Company and the Investors, each of whom is a direct or indirect stockholder of Latrobe, have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

In addition to the other terms defined in this Agreement, the following terms shall have the following meanings, applicable to both the singular and plural forms thereof:

“ Adverse Disclosure ” means public disclosure of material, non-public information, which, in the reasonable good faith judgment of the chief executive officer or the chief financial officer of the Company, after consultation with outside counsel to the Company: (i) would be required to be made in any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act or otherwise filed with the SEC by the Company so that such registration statement would not be materially misleading or so that such registration statement would otherwise comply with the Securities Act or applicable law; (ii) would not be required to be made at such time but for the filing or existence of such registration statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and

“under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Automatic Shelf Registration Statement ” shall have the meaning set forth in Rule 405 of the Securities Act.

“ Business Day ” means any day on which the New York Stock Exchange (“ NYSE ”) is open for trading.

“ Closing Date ” means the date of the consummation of the Merger.

“ Common Stock ” means the shares of the Company’s common stock, par value $5.00 per share.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

“ Holders ” means any one or more Investors (or any Affiliate thereof to which rights are assigned in accordance with Section 7.17 of this Agreement); provided , however , that the term “Holders” shall not include any of the foregoing that ceases to own or hold any Registrable Securities, or any recipient of shares of Common Stock pursuant to an in-kind distribution from a Holder.

“ Person ” means an individual, a partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity.

“ Registrable Security(ies) ” means any shares of Common Stock of the Company held by the Holders; provided that as to any particular Registrable Securities, such securities shall cease to constitute Registrable Securities (i) when a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of thereunder; or (ii) when and to the extent such securities are permitted to be publicly sold in a single sale transaction pursuant to Rule 144 (or any successor provision to such Rule) under the Securities Act or are otherwise freely transferrable in a single sale transaction to the public without further registration under the Securities Act; or (iii) when such securities shall have ceased to be issued and outstanding.

“ Registration Expenses ” means all expenses incurred by the Company in effecting any registration pursuant to this Agreement or with respect to which rights to Piggyback Registration are exercised with respect to Registrable Securities, including, without limitation, the following: (i) all registration, qualification, filing and listing fees, (ii) printing expenses, (iii) fees and disbursements of counsel for the Company, (iv) blue sky fees and expenses, (v) expenses of the Company’s independent accountants in connection with the registration under the Securities Act of Registrable Securities (including the expenses of any

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regular or special reviews or audits or “comfort” letters incident to or required by any such registration) and (vi) the reasonable fees and disbursements of a single counsel to the Holders in connection with the Shelf Registration as provided in Section 7.5 , which counsel shall be selected by the Holders of a majority of the Registrable Securities outstanding; provided , however , that Registration Expenses shall not include any underwriting discounts, selling commissions, brokerage fees and stock transfer taxes attributable to the sale of Registrable Securities by the Holders, or the fees and disbursements of any legal counsel and any other advisors engaged by the Holders (except as provided in clause (vi) above and in Section 7.5 .

“ SEC ” means the United States Securities and Exchange Commission, or such other federal agency at the time having the principal responsibility for administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

“ Well-Known Seasoned Issuer ” shall have the meaning set forth in Rule 405 of the Securities Act.

ARTICLE II

SHELF REGISTRATION

Section 2.1. No later than the date that is three months after the Closing Date (the “ Rights Effective Date ”) and subject to the other restrictions contained in this Article II , the Company use its commercially reasonable efforts to prepare and file a registration statement on Form S-3 or another appropriate form that the Company is eligible to use and which form shall be available for the resale of Registrable Securities held by Holders on a continuous or delayed basis in accordance with Section 415 of the Securities Act and reasonable and customary methods of distribution as set forth in such registration statement (the “ Shelf Registration ”) and will use its commercially reasonable efforts to cause such registration Statement to be declared effective. If the Company is a Well-Known Seasoned Issuer at the time of filing the Shelf Registration with the SEC, such Shelf Registration shall be designated by the Company as an Automatic Shelf Registration Statement.

Section 2.2. Subject to Section 2.3 , so long as permitted by applicable law, the Company shall use its commercially reasonable efforts to keep the Shelf Registration continuously effective, supplemented and amended as necessary to ensure that it is available for resales of Registrable Securities by Holders and to ensure that it conforms with the requirements of this Agreement, until the Holders no longer own Registrable Securities at which time the Company shall have the right to terminate the effectiveness of the Shelf Registration. The Company shall use its commercially reasonable efforts to file a new Shelf Registration pursuant to Rule 415(a)(6) to the extent the initial Shelf Registration was an Automatic Shelf Registration Statement that is no longer available for resales of Registrable Securities pursuant to Rule 415(a)(5).

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Section 2.3. Upon delivery to the Investor of a certificate signed by the chief executive officer or chief financial officer of the Company stating that the continued use of the Shelf Registration would require the Company to make an Adverse Disclosure (the “ Notice ”), the Company may suspend the Investor Group’s use of the Shelf Registration (a “ Shelf Suspension ”);

2.3.1. for as long as necessary to avoid the Adverse Disclosure as determined in good faith by the chief executive officer or chief financial officer of the Company, after consultation with the Company’s legal counsel, but in no event longer than 30 days; and

2.3.2. for as long as necessary to avoid the Adverse Disclosure as determined in good faith by the board, after consultation with the Company’s legal counsel, at a properly convened meeting thereof or by unanimous written consent;

provided that during any 365-day period a Shelf Suspension may only be in effect for an aggregate of 90 days.

Except as required by applicable law, no Investor nor any of their Affiliates and representatives shall make any public disclosure regarding, and shall treat as confidential, any Shelf Suspension or Notice and the Investors shall be responsible for breaches of confidentiality by their respective Affiliates and representatives. In the event of a Shelf Suspension, each Investor agrees that the Holders shall suspend use of the prospectus related to the Shelf Registration in connection with any sale or purchase of or offer to sell or purchase Registrable Securities upon receipt of the Notice. The Company shall promptly notify the Investors upon the termination of any Shelf Suspension and use commercially reasonable efforts to promptly amend or supplement the Shelf Registration following the termination of such Shelf Suspension, if necessary, so it does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make the statements therein not misleading.

Section 2.4. The Company shall have the right to defer or suspend the filing or effectiveness of a registration statement under Article II for a reasonable period of time not to exceed 90 days if a prior registration statement of the Company for an underwritten, public offering by the Company of its securities was declared effective by the SEC less than 120 days prior to the anticipated effective date of the registration under Article II .

Section 2.5. Each Investor agrees that neither an Investor nor any Holder or Affiliate will take, directly or indirectly any action designed to stabilize or manipulate the price of any security of the Company, except in each case as may be permitted by applicable law.

Section 2.6. If any of the Registrable Securities to be sold under a Shelf Registration pursuant to this Article II are to be sold in an underwritten offering, each of (i) the Company and (ii) the Holders of a majority of such Registrable Securities included in such offering, may select an Underwriter or Underwriters to manage such offering which Underwriter or Underwriters shall be reasonably acceptable to the Holders of a majority of such Registrable Securities included in such offering or the Company, as applicable.

Section 2.7. Persons receiving in-kind distributions of shares of Common Stock from Investors shall be permitted to participate in an offering shall be considered “Holders

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Indemnitees” pursuant to Section 7.4.1 solely for such purpose provided that such Persons become a party to this Agreement or otherwise enter into reasonable and customary agreements relating thereto.

ARTICLE III

INCIDENTAL REGISTRATION

Section 3.1. Subject to the other restrictions contained in this Article III , if the Company proposes, other than pursuant to Article II , to register any equity securities of the Company (collectively, “ Other Securities ”) for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person) on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to Holders of its intention to do so (such notice, an “ Incidental Notice ”), and upon the written request of Holders delivered to the Company within five Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by Holders) the Company will use its commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders (a “ Piggyback Registration ”); provided , however , that:

3.1.1. if, at any time after giving such written notice of its intention to register Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Other Securities, the Company may, at its election, give written notice of such determination to Holders, if they requested registration, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 7.5 );

3.1.2. the Company will not be required to effect any registration of Registrable Securities pursuant to this Article III if the Company shall have been advised by the managing underwriter for the offering selected by the Company that, in such firm’s opinion, a registration of Registrable Securities and other securities of the Company at that time may interfere with an orderly sale and distribution of the securities being sold in such offering or materially and adversely affect the price of such securities, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as so advised by such underwriter can be sold without such effect (the “ Maximum Piggyback Number ”) as follows and in the following priority:

(a) to the extent such public offering is the result of a registration initiated by the Company, (i)  first , the Other Securities to be registered for the Company’s account, (ii)  second , if the number of securities under clause (i) above is less than the Maximum Piggyback Number, the Registrable Securities requested to be registered pursuant to Article III , allocated pro rata among the Registrable Securities which in the aggregate, when added to the

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number of securities to be registered under clause (i) above, equals the Maximum Piggyback Number, and (iii)  third , if the number of securities under clauses (i) and (ii) above are less than the Maximum Piggyback Number, all Other Securities requested to be included in such registration, pro rata , based on the number of Other Securities beneficially owned by each such holder of Other Securities which in the aggregate, when added to the number of securities to be registered under clauses (i) and (ii) above, equals the Maximum Piggyback Number; or

(b) to the extent such public offering is the result of a registration by any Persons (other than the Company or the Holders) exercising a contractual right to demand registration not included in this Agreement, (i)  first , all Other Securities owned by such Persons exercising the contractual right, pro rata , based on the number of Other Securities beneficially owned by each such holder of Other Securities, (i)  second , if the number of securities under clause (i) above is less than the Maximum Piggyback Number, the Registrable Securities as to which registration has been requested pursuant to Article III , pro rata , based on the number of Registrable Securities beneficially owned by such Holders which in the aggregate, when added to the number of securities to be registered under clause (i) above, equals the Maximum Piggyback Number, (iii)  third ,, if the number of securities under clauses (i) and (ii) above are less than the Maximum Piggyback Number, all Other Securities being sold by the Company which in the aggregate, when added to the number of securities to be registered under clauses (i) and (ii) above, equals the Maximum Piggyback Number, and (iv)  fourth , if the number of securities under clauses (i), (ii) and (iii) above are less than the Maximum Piggyback Number, all Other Securities requested to be included in such registration by other holders thereof (other than the Company and the Holders), pro rata , based on the number of Other Securities beneficially owned by each such holder of Other Securities which in the aggregate, when added to the number of securities to be registered under clauses (i), (ii) and (iii) above, equals the Maximum Piggyback Number;

3.1.3. the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article III incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans.

Section 3.2. The Incidental Notice and the contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the Investors shall be responsible for breaches of confidentiality by their respective Affiliates and representatives.

Section 3.3. The Company may not commence or permit the commencement of any sale of Other Securities for its own account or the account of another Person that is not a Holder in a public offering to which this Article III applies unless the Holders shall have received the Incidental Notice in respect to such public offering and had an opportunity of five Business Days to respond to the Company prior to the commencement of such sale of Other Securities. The Holders electing to participate in a Piggyback Registration shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the registration statement relating to such Piggyback Registration.

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ARTICLE IV

HOLDBACKS

Section 4.1. Holders covenant and agree with the Company that Holders shall not effect, if requested by the managing underwriters of an underwritten offering, any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) during the 10 Business Day period prior to, and during the 60 day period beginning on, (i) the effective date of the registration statement relating to the underwritten offering of equity securities of the Company or (ii) in the event of a Shelf Registration, the consummation of an underwritten takedown, or such other period as the managing underwriter, if any, may require.

Section 4.2. The Company covenants and agrees with the Holders not to effect any public or private sale or distribution of equity securities of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), during the 10 Business Day period prior to, and during the 6 day period beginning with the consummation of an underwritten takedown, or such other period as the managing underwriter may require, except pursuant to registrations on Form S-4, Form S-8 or any successor form for the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit plan.

Section 4.3. Each Investor covenants and agrees that it will comply and cause its Affiliates and representatives to comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Registrable Securities under a registration statement only in accordance with a method of distribution described in such registration statement.

ARTICLE V

REGISTRATION PROCEDURES

If and whenever the Company is required by the provisions of this Agreement to use its commercially reasonable efforts to effect or cause a registration as provided in this Agreement and at such times as customarily occur in registered offerings or shelf takedowns, as applicable, the Company will:

Section 5.1. Use its commercially reasonable efforts to prepare and file with the SEC, a registration statement and use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable and to remain effective under the Securities Act until the earlier of such time as all securities covered thereby are no longer Registrable Securities;

Section 5.2. Prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period of time required by Section 5.1 above;

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Section 5.3. Within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus, provide copies of such documents to the Holders of the Registrable Securities being sold and to the underwriter or underwriters of an underwritten offering, if applicable, and to underwriter’s counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as Holders or the underwriter or the underwriters may request;

Section 5.4. Within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to underwriter’s counsel and counsel for the Holders; fairly consider such reasonable changes in such document prior to or after the filing thereof as underwriter’s counsel or counsel for the Holders shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;

Section 5.5. Use commercially reasonable efforts to comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the period during which any such registration statement is required to be effective;

Section 5.6. Furnish to Holders and any underwriter of Registrable Securities, (i) such number of copies (including manually executed and conformed copies) of such registration statement and of each amendment thereof and supplement thereto (including all annexes, appendices, schedules and exhibits), (ii) such number of copies of the prospectus, used in connection with such registration statement (including each preliminary prospectus, any summary prospectus and the final prospectus), and (iii) such number of copies of other documents, in each case as Holders or such underwriter may reasonably request;

Section 5.7. Use its commercially reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or “blue sky” laws of states of the United States as Holders or any underwriter shall reasonably request, and do any and all other acts and things which may be reasonably requested by Holders or such underwriter to consummate the offering and disposition of Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business as a foreign corporation or as a dealer in securities, subject itself to taxation, or consent to general service of process in any jurisdiction wherein it is not then so qualified or subject;

Section 5.8. Reasonably cooperate with Holders and the sole underwriter or managing underwriter(s) of an underwritten offering of shares, if any, to facilitate the timely preparation and delivery of certificates (or book-entry confirmations) representing the shares to be sold and not bearing any restrictive legends or stop orders; and enable such shares to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the Holders or the sole underwriter or managing underwriter of an underwritten offering of shares, if any, may reasonably request at least five days prior to any sale of such shares;

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Section 5.9. Use, as soon as practicable after the effectiveness of the registration statement, commercially reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with, or approved by, such other United States public, governmental or regulatory authorities, if any, as may be required in connection with the disposition of such Registrable Securities;

Section 5.10. Use its commercially reasonable efforts to list the securities covered by such registration statement on the NYSE (or any securities exchange on which any securities of the Company is then listed), if the listing of such Registrable Securities are then permitted under the applicable rules of such exchange;

Section 5.11. Make appropriate members of senior management reasonably available to participate in meetings or conference calls with potential investors and make presentations as is reasonably necessary and customary in secondary resale offerings of companies of comparable size and lines of business as the Company;

Section 5.12. Furnish to Holders and any underwriter or designee thereof (i) copies of any comment letters received from the SEC with respect to a Shelf Registration or any documents incorporated therein and (ii) any other request by the SEC or any state securities authority for amendments or supplements to a Shelf Registration and prospectus or for additional information with respect to the Shelf Registration and prospectus;

Section 5.13. Notify Holders as promptly as practicable and, if requested by Holders, confirm such notification in writing, (i) when a prospectus or any prospectus supplement has been filed with the SEC, and, with respect to a registration statement or any post-effective amendment thereto, when the same has been declared effective by the SEC, (ii) of the issuance by the SEC of any stop order or the coming to the Company’s attention of the initiation of any proceedings for such or a similar purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the occurrence of any event which requires the making of any changes to a registration statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company shall promptly prepare and furnish to Holders a reasonable number of copies of a supplemented or amended prospectus such that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading), and (v) of the Company’s determination that the filing of a post-effective amendment to the registration statement shall be necessary or appropriate. Upon the receipt of any notice from the Company of the occurrence of any event of the kind described in clause (iv) or (v) of this Section 5.13 , Holders shall forthwith discontinue any offer and disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities

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until all Holders shall have received copies of a supplemented or amended prospectus which is no longer defective and, if so directed by the Company, shall deliver to the Company, at the Company’s expense, all copies (other than permanent file copies) of the defective prospectus covering such Registrable Securities which are then in the Holders’ possession. If the Company shall provide any notice of the type referred to in the preceding sentence, the period during which the registration statements are required to be effective as set forth under Section 5.1 shall be extended by the number of days from and including the date such notice is provided, to and including the date when Holders shall have received copies of the corrected prospectus; and

Section 5.14. Enter into such agreements and take such other appropriate actions as are customary and reasonably necessary to expedite or facilitate the disposition of such Registrable Securities (including, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein), and in that regard, deliver to the Holders such documents and certificates (or book-entry confirmations) as may be reasonably requested by any Holder of the Registrable Securities being sold or, as applicable, the managing underwriters, to evidence the Company’s compliance with this Agreement including, without limitation, using its commercially reasonable efforts to cause its independent accountants to deliver to the Company (and to the Holders of Registrable Securities being sold in any registration) an accountants’ comfort letter substantially similar to that in scope delivered in an underwritten public offering and covering audited and interim financial statements included in the registration statement or, if such letter can not be obtained through the exercise of the Company’s commercially reasonable efforts, cause its independent accountants to deliver to the Company (and to the Holders of Registrable Securities being sold in any registration) a comfort letter based on negotiated procedures providing comfort with respect to the Company’s financial statements included or incorporated by reference in the registration statement at the highest level permitted to be given by such accountants under the then applicable standards of the Association of Independent Certified Accountants with respect to such registration statement. In addition, the Company shall furnish to the Holders of Registrable Securities being included in any registration hereunder an opinion of counsel in substance and scope customarily delivered to underwriters in public offerings.

ARTICLE VI

UNDERWRITING

Section 6.1. If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration hereunder, the Company will enter into and perform its obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants’ letters.

Section 6.2. If any registration pursuant to Article III hereof shall involve, in whole or in part, an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Article III to be included in such underwriting on the same

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terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, Holders, if requesting registration, shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution.

Section 6.3. In any offering of Registrable Securities pursuant to a registration hereunder, Holders shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations and warranties as the Company or the underwriters of such offering may reasonably request (including, without limitation, those concerning Holders their Registrable Securities, Holders’ intended plan of distribution and any other information supplied by it to the Company for use in such registration statement), and customary provisions relating to indemnities and contribution.

ARTICLE VII

MISCELLANEOUS

Section 7.1. Other Restrictions and Acknowledgements . Each Investor hereby acknowledges the restrictions on the transfer of the shares of Common Stock as set forth in the Merger Agreement and as of the Stockholders Agreement, dated as of the date hereof, among the Company and each of the Investors (the “ Stockholders Agreement ”), and expressly acknowledges and agrees that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Merger Agreement or the Stockholders Agreement.

Section 7.2. Rule 144 . To the extent it shall be required to do so under the Exchange Act, the Company shall use commercially reasonable efforts to take all actions necessary to comply with the filing requirements described in Rule 144(c)(1) or any successor thereto so as to enable the Holders to sell Registrable Securities without registration under the Securities Act. Upon the written request of Holders, the Company will deliver a written statement as to whether it has complied with the filing requirements under Rule 144(c)(1) or any successor thereto and will cooperate in all reasonable respects with the Holders to remove any restrictive legends or stop orders contained on any certificates (or book-entry confirmations) so as to facilitate a sale by the Holders of such shares under Rule 144.

Section 7.3. Preparation; Reasonable Investigation; Information .

7.3.1. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Agreement, (i) the Company will give the Holders and underwriters, if any, and their respective counsel and accountants, drafts of such registration statement for their review and comment prior to filing, and (ii) as a condition precedent to including any Registrable Securities in any such registration, the Company may require Holders to furnish the Company such information regarding Holders and the distribution of such securities as the Company may from time to time reasonably request in writing or as shall be required by law or the SEC in connection with any registration.

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7.3.2. In connection with each registration and offering of Registrable Securities to be sold by Holders, the Company will, in accordance with customary practice, make available for inspection by representatives of the underwriters and any counsel or accountant retained by such Holders or underwriters all relevant financial and other records, pertinent corporate documents and properties of the Company and cause appropriate officers, managers and employees of the Company to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with their due diligence exercise.

Section 7.4. Indemnification and Contribution .

7.4.1. In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company shall, to the extent permitted by law, indemnify and hold harmless Holders, their officers, directors and Affiliates, each underwriter of Registrable Securities so offered and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act (“ Holders Indemnitees ”), from and against any and all claims, liabilities, losses, damages, expenses and judgments, joint or several, to which they or any of them may become subject, under the Securities Act arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or in any preliminary or final prospectus included therein) relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , that the Company shall not be liable to any Holders Indemnitee in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission shall have been made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of Holders specifically for use in the preparation of the registration statement (or in any preliminary or final prospectus included therein), or any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Holders and shall survive the transfer of such securities.

7.4.2. In the case of each offering of Registrable Securities made pursuant to this Agreement, each Holder shall, to the extent permitted by law, indemnify and hold harmless the Company, its officers and Affiliates, and each Person, if any, who controls any of the foregoing within the meaning of the Securities Act and (if requested by the underwriters) each underwriter who participates in the offering and each Person, if any, who controls any such underwriter within the meaning of the Securities Act (the “ Company Indemnitees ”), from and against any and all claims, liabilities, losses, damages, expenses and judgments, joint or several, to which they or any of them may become subject, under the Securities Act arising out of or based upon, any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or in any preliminary or final prospectus included therein) relating to the offering and sale of such Registrable Securities or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein

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or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement is contained in, or such fact is omitted from, information furnished in writing to the Company by or on behalf of Holders specifically for use in the preparation of such registration statement (or in any preliminary or final prospectus included therein). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company and shall survive the transfer of such securities.

7.4.3. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 7.4.3 , such Person (the “ indemnified party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ indemnifying party ”) in writing; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations provided for in this Section 7.4.3 or Section 7.4.4 , except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the 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 and shall pay as incurred the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of one specified counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel, in the written opinion of such counsel, would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned) but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (B) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

7.4.4. If the indemnification provided for in this Section 7.4 is held by a court of competent jurisdiction to be unavailable in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to

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the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in proportion as is appropriate to reflect the relative fault of all parties in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contributions pursuant to this Section 7.4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.4.4 . Notwithstanding the provisions of this Section 7.4.4 , no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7.4.4 , 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 and no indemnifying party shall be required to contribute any amount in excess of the amount by which the total price at which the securities were offered to the public by the indemnifying party exceeds the amount of any damages which the indemnifying party has otherwise been required to pay by reason of an untrue statement or omission.

7.4.5. The indemnity provided for hereunder shall not inure to the benefit of any indemnified party to the extent that such indemnified party failed to comply with the applicable prospectus delivery requirements of the Securities Act as then applicable to the person asserting the loss, claim, damage or liability for which indemnity is sought.

Section 7.5. Expenses . In connection with any registration under this Agreement, the Company shall pay all Registration Expenses. Holders shall be responsible for all other expenses incurred in connection with such registration, including all underwriting and placement discounts and commissions, agency and placement fees, brokers’ commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities. The Company shall be responsible for the reasonable fees and disbursements of a single counsel to the Holders in connection with any registration under this Agreement, which counsel shall be selected by the Holders of a majority of the Registrable Securities outstanding. The Company shall not be responsible for the fees and expenses of any additional counsel, or any of the accountants, agents, or experts retained by any Holder in connection with the sale of Registrable Securities.

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Section 7.6. In-Kind Distributions . If a Holder seeks to effectuate an in-kind distribution of all or part of its shares to its direct or indirect equityholders, the Company will, subject to applicable lockups, work with such Holder and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder, including by providing the recipient of such in-kind distribution with the rights contemplated by Section 2.7 .

Section 7.7. Merger or Consolidation . In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will use its commercially reasonable efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement.

Section 7.8. Limited Liability . Notwithstanding any other provision of this Agreement, neither the members, general partners, limited partners or managing directors, or any directors or officers of any members, general or limited partner, advisory director, nor any future members, general partners, limited partners, advisory directors, or managing directors, if any, of any Holder shall have any personal liability for performance of any obligation of such Holder under this Agreement in excess of the respective capital contributions of such members, general partners, limited partners, advisory directors or managing directors to such Holder.

Section 7.9. Notices . Except as otherwise provided below, whenever it is provided in this Agreement that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties hereto, or whenever any of the parties hereto desires to provide to or serve upon the other party any other communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be delivered in person, mailed by registered or certified mail (return receipt requested) or sent by overnight courier service or via facsimile transmission (which is confirmed), as follows:

If to the Investors, to the name and address set forth under the name of such Investor;

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The furnishing of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly furnished or served on the party to which it is addressed, in the case of delivery in person or by facsimile, on the date when sent, in the case of overnight mail, on the day after it is sent and in all other cases, five business days after it is sent. Failure or delay in delivering copies of any notice, demand, request, consent,

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approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

Section 7.10. Entire Agreement; Amendment . Other than with respect to the Merger Agreement and the Stockholders Agreement, this Agreement represents the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior oral and written agreements, arrangements and understandings among the parties hereto with respect to such subject matter. This Agreement may not be amended, altered or modified and no provision of this Agreement may be waived or amended except by written instrument executed by a holders of two-thirds (66 2/3%) of the Registrable Securities and the Company.

Section 7.11. Paragraph Headings . The paragraph headings contained in this Agreement are for general reference purposes only and shall not affect in any manner the meaning, interpretation or construction of the terms or other provisions of this Agreement.

Section 7.12. Applicable Law . This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware applicable to contracts to be made, executed, delivered and performed wholly within such state and, in any case, without regard to the conflicts of law principles of such state.

Section 7.13. Severability . If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

Section 7.14. Equitable Remedies . The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled to at law or in equity.

Section 7.15. No Waiver . The failure of any party at any time or times to require performance of any provision hereof shall not affect the right at a later time to enforce the same. No waiver by any party of any condition, and no breach of any provision, term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such condition or of the breach of any other provision, term, covenant, representation or warranty of this Agreement.

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Section 7.16. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same original instrument.

Section 7.17. Successors And Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Investor; provided , however , that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Merger Agreement or the Stockholders Agreement; and provided , further , that without the prior written consent of the Company, an Investor may assign, transfer or delegate any of its rights, duties and obligations hereunder to one or more of its Affiliates who receives Registrable Securities. The Company may not assign its rights or obligations hereunder without the prior written consent of the other parties hereto (other than by operation of merger or consolidation and in accordance with Section 7.7 ). Any transfer or assignment made other than as provided in the first sentence of this Section 7.17 shall be null and void.

Section 7.18. Effective Date; Term . This Agreement shall be effective as of the Closing Date, and if the Closing Date shall not occur, then this Agreement shall be null and void ab initio . Unless earlier terminated, this Agreement shall terminate upon the earlier to occur of (i) such time as there are no outstanding Registrable Securities or (ii) the third anniversary of the effective date under the Securities Act of the Shelf Registration; provided , however , that the termination date in clause (ii) shall be extended beyond such third anniversary by a number of days equal to the days of any Shelf Suspension(s), any deferral or suspension under Section 2.4 and any period covered by any stop order, injunction or other similar order or requirement of the SEC relating to the Shelf Registration. Notwithstanding the foregoing, each Investor may at any time provide written notice to the Company of its irrevocable election to withdraw from all of its rights and obligations under this Agreement. In such event, from and after the date of such notice, such Investor shall no longer be bound by any obligations, or be entitled to any benefits, under this Agreement (other than those that have accrued prior to such date), and from and after such time, securities held directly or indirectly by such Investor shall no longer be deemed to be Registrable Securities hereunder.

Section 7.19. Mutual Drafting; Interpretation . Each party hereto has participated in the drafting of this Agreement, which each such party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision.

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This Registration Rights Agreement has been executed and delivered as of the date first above written.

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