REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into this th day of April, 2020, by and among Wayfair Inc., a Delaware corporation (the Company), and GHEP VII Aggregator, L.P. (GHP), CBEP Investments, LLC (CB) and The Spruce House Partnership LLC (Spruce, and together with GHP and CB, the Purchasers).
This Agreement is made pursuant to the Securities Purchase Agreement (the Purchase Agreement), dated April 6, 2020, among the Company, Wayfair LLC and the Purchasers, which provides for the sale by the Company to the Purchasers of up to $535,000,000 original aggregate principal amount of the Companys 2.5% Accreting Convertible Senior Notes due 2025 (the Notes). In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
1933 Act shall mean the Securities Act of 1933, as amended.
1934 Act shall mean the Securities Exchange Act of l934, as amended.
1939 Act shall mean the Trust Indenture Act of 1939, as amended.
Closing Date shall mean the Closing Date as defined in the Purchase Agreement.
Common Stock shall mean any shares of Class A common stock, par value $0.001 per share, of the Company and any other shares of common stock as may constitute Common Stock for purposes of the Indenture.
Company shall have the meaning set forth in the preamble and shall also include the Companys successors.
Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in The City of New York.
Holder shall mean the Purchasers, for so long as they own any Registrable Securities, and their successors, assigns and direct and indirect transferees who become owners, beneficial or otherwise, of Registrable Securities under the Indenture.
Indenture means the Indenture pursuant to which the Notes will be issued.
Other Registration shall mean a registration effected pursuant to Section 2.2.
Other Registration Statement shall mean a registration statement related to a registration pursuant to Section 2.2.
Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust, unincorporated organization or other entity, or a government or agency or political subdivision thereof.
Pro Rata Share shall mean number of Registrable Shares eligible for inclusion in an Other Registration Statement pursuant to Section 2.2.