0001630805-19-000042 Sample Contracts

BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 2019 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Ohio

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2019 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”) and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 30th, 2019 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This Investor Rights Agreement (this “Agreement”) is entered into as of April 30, 2019, by and among Babcock & Wilcox Enterprises, Inc. (the “Company”), B. Riley FBR, Inc. (“B. Riley”) and Vintage Capital Management, LLC (“Vintage” and together with B. Riley, the “Shareholders”). Each of the Company and the Shareholders are a “Party” and, collectively, the “Parties.”

BACKSTOP EXCHANGE AGREEMENT
Backstop Exchange Agreement • April 30th, 2019 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This Backstop Exchange Agreement (this “Agreement”), dated as of April 30, 2019, is made by and among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) and B. Riley FBR, Inc. (the “Backstop Exchange Party”). As used herein, “Parties” refers collectively to the Company and the Backstop Exchange Party.

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