EX-4.4 AMENDED/RESTATED REGISTRATION RIGHTS AGRMT.



 





Exhibit 4.4




MEDASSETS, INC.




AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




     AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2007, among the
investors listed on Schedule I hereto (the “Investors”) and MedAssets, Inc., a Delaware corporation
(the “Company”).



R E C I T A L S




     WHEREAS, the Investors currently hold shares of Common Stock, par value $0.01 per share, of
the Company (the “Common Stock”), shares of Series A Convertible Preferred Stock, par value
$0.01 per share, of the Company (the “Series A Preferred Stock”), shares of Series B
Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred
Stock”), shares of Series B-2 Convertible Preferred Stock, par value $0.01 per share, of the
Company (the “Series B-2 Preferred Stock”), shares of Series C Convertible Preferred Stock,
par value $0.01 per share, of the Company and shares of Series C-1 Convertible Preferred Stock, par
value $0.01 per share, of the Company (collectively, the “Series C Preferred Stock”),
shares of Series D Convertible Preferred Stock, par value $0.01 per share, of the Company (the
“Series D Preferred Stock”), shares of Series E Convertible Preferred Stock, par value
$0.01 per share, of the Company (the “Series E Preferred Stock”), shares of Series F
Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series F Preferred
Stock”), shares of Series H Convertible Preferred Stock, par value $0.01 per share, of the
Company (the “Series H Preferred Stock”), shares of Series I Convertible Preferred Stock,
par value $0.01 per share, of the Company (the “Series I Preferred Stock”) and shares of
Series J Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series J
Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock,
the Series B-2 Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the
Series E Preferred Stock, the Series F Preferred Stock, the Series H Preferred Stock and the Series
I Preferred Stock, the “Preferred Stock”);



     WHEREAS, the Company has agreed, as a condition precedent to the Investors’ obligations under
certain purchase agreements (the “Purchase Agreements”) to grant the Investors certain
registration rights; and



     WHEREAS, the Company and the Investors desire to amend and restate the Seventh Amended and
Restated Registration Rights Agreement between the Company and the Investors (as previously amended
by those certain Amendments No. 1, No. 2 and No. 3 thereto) in order to clarify certain rights of
the Investors and to provide a waiver of certain rights of the Investors with respect to an initial
public offering of the Company’s capital stock, on the terms and subject to the conditions herein
set forth.



     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the parties hereby agree as follows:



 









 





     1. DEFINITIONS



     As used in this Agreement, the following terms have the respective meaning set forth below:



     Commission: shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act;



     Exchange Act: shall mean the Securities Exchange Act of 1934, as amended;



     Galen: shall mean Galen Partners III, L.P., a Delaware limited partnership, Galen
Partners International III, L.P., a Delaware limited partnership, and Galen Partners Employee Fund
III, L.P., a Delaware limited partnership, and any affiliates of such entities;



     Grotech: shall mean Grotech Partners VI, L.P., a Delaware limited partnership, and
any affiliate of this entity which may from time to time hold Registrable Securities;



     Holder: shall mean any holder of Registrable Securities;



     Initial Public Offering: shall mean the initial public offering of shares of Common
Stock pursuant to a registration under the Securities Act;



     Initiating Holder: shall mean one of (i) Galen, (ii) Parthenon, and (iii) Grotech;



     Other Stockholders: shall mean any holder or holders of Securities of the Company
that are not Registrable Securities;



     Parthenon: shall mean Parthenon Investors, L.P., a Delaware limited partnership, PCIP
Investors and any affiliate of either entity which may from time to time hold Registrable
Securities.



     Person: shall mean an individual, partnership, joint-stock company, corporation,
limited liability company, trust, any other entity or unincorporated organization, and a government
or agency or political subdivision thereof;



     register, registered and registration: shall mean a registration
effected by preparing and filing a registration statement in compliance with the Securities Act
(and any post-effective amendments filed or required to be filed) and the declaration or ordering
of effectiveness of such registration statement;



     Registrable Securities: (A) the shares of Common Stock issued to the Investors
pursuant to the Purchase Agreements, (B) the shares of Common Stock issued or issuable upon
conversion of the Preferred Stock, (C) the shares of Common Stock issued or issuable upon exercise
of the warrants issued to Allied Capital Corporation on November 2, 2001, (D) the shares of Common
Stock issued or issuable upon exercise of the warrants issued to Firstar Capital Corporation and
BNP Paribas on November 2, 2001, (E) any additional shares of Common Stock acquired by the
Investors (other than pursuant to a stock option plan or any other incentive plan), and (F) any
capital stock of the Company issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, the shares of Common Stock referred to in clauses (A), (B), (C),
(D), (E) or (F) above;



-2-









 





     Registration Expenses: shall mean (x) all expenses incurred by the Company in
compliance with Sections 2(a) and (b) hereof, excluding Selling Expenses, but including, without
limitation, all registration and filing fees, printing expenses, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any event by the Company)
and (y) all reasonable fees and disbursements of one counsel retained by the Holders of a majority
of Registrable Securities (which fees and expenses shall not exceed $20,000);



     Security, Securities: shall have the meaning set forth in Section 2(1) of the
Securities Act;



     Securities Act: shall mean the Securities Act of 1933, as amended;



     Selling Expenses: shall mean all underwriting discounts and selling commissions
applicable to the sale of Registrable Securities; and



     2. REGISTRATION RIGHTS



     (a) Requested Registration.




     (i) Request for Registration. If the Company shall receive, from Galen,
Parthenon or Grotech, at any time after the date hereof, a written request that the Company
effect any registration with respect to all or a part of the Registrable Securities, the
Company will:




     (A) promptly give written notice of the proposed registration, qualification or
compliance to all other Holders; and




     (B) as soon as practicable, use its diligent best efforts to effect such registration
(including, without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the Securities Act)
as may be so requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders joining in such
request as are specified in a written request received by the Company within 10 business
days after written notice from the Company is given under Section 2(a)(i)(A) above;
provided that the Company shall not be obligated to effect, or take any action to
effect, any such registration pursuant to this Section 2(a):




     (aa) In any particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act or applicable rules or regulations thereunder;



-3-









 






     (bb) (i) With respect to a request for registration by Galen or Parthenon, after the
Company has effected two (2) such registrations pursuant to this Section 2(a)
requested by Galen or Parthenon and, in each case, such registrations have been
declared or ordered effective; and (ii) with respect to a request for registration by
Grotech, after the Company has effected one (1) such registration pursuant to this Section
2(a) requested by Grotech; and, in each case, such registration(s) shall have been declared
or ordered effective;




     (cc) If the Registrable Securities requested by all Holders to be registered pursuant
to such request do not have an anticipated aggregate public offering price (before any
underwriting discounts and commissions) of at least $5,000,000; or




     (dd) If at the time of any request to register Registrable Securities, the Company is
engaged or has fixed plans to engage within thirty (30) days of the time of the request in
(1) a registered public offering as to which the Holders may include Registrable Securities
pursuant to Section 2(b) or (2) an acquisition, financing or other material transaction
which, in the good faith determination of the Board of Directors of the Company, would be
adversely affected by the requested registration to the material detriment of the Company.
In such event, the Company may, at its option, direct that such request be delayed for a
period not in excess of three months from the effective date of such offering or the date of
the determination by the Board of Directors, as the case may be, such right to delay a
request to be exercised by the Company not more than once in any one-year period.



     The registration statement filed pursuant to the request of the Initiating Holders may,
subject to the provisions of Section 2(a)(ii) below, include other securities, other than
Registrable Securities, of the Company which are held by Other Stockholders.



     The registration rights set forth in this Section 2 may be assigned, in whole or in part, to
any permitted transferee of Registrable Securities (who shall be bound by all obligations of this
Agreement).



     Holders holding a majority of the Registrable Securities requested to be registered may, at
any time prior to the effective date of the registration statement relating to such registration,
revoke such request, without liability to the Company, such Holders, any of the other Holders or
the Other Stockholders, by providing a written notice to the Company revoking such request.




     (ii) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 2(a).



     If shares held by Other Stockholders are requested by such Other Stockholders to be included
in any registration pursuant to this Section 2, the Company shall condition such inclusion on their
acceptance of the further applicable provisions of this Section 2. The Initiating Holders whose
shares are to be included in such registration and the Company shall (together with all Holders and
Other Stockholders proposing to distribute their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the underwriter or
underwriters selected for such underwriting by such Initiating Holders and



-4-









 





reasonably acceptable to the Company. Notwithstanding any other provision of this Section
2(a), if the representative advises the Holders in writing that marketing factors require a
limitation on the number of shares to be underwritten or a limitation on the inclusion of shares
held by directors and officers of the Company, the securities of the Company held by Other
Stockholders (including officers and directors) shall be excluded from such registration to the
extent so required by such limitation. If, after the exclusion of such shares, further reductions
are still required, the number of shares included in the registration by each Holder (including the
Initiating Holder) shall be reduced on a pro rata basis (based on the number of shares held by such
Holder), by such minimum number of shares as is required by such limitation. No Registrable
Securities or any other securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration. If any Other Stockholder who has
requested inclusion in such registration as provided above disapproves of the terms of the
underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the
underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from
such registration. If the underwriter has not limited the number of Registrable Securities or
other securities to be underwritten, the Company and officers and directors of the Company may
include its or their securities for its or their own account in such registration if the
representative so agrees and if the number of Registrable Securities and other securities which
would otherwise have been included in such registration and underwriting will not thereby be
limited.




     (iii) Other Registration Rights. The Company shall not grant any registration
rights superior to the registration rights provided herein and in granting any demand
registration rights hereafter shall provide that the Holders shall have the right to notice
of the exercise of any such demand registration right and to participate in such
registration on a pro rata basis.




     (b) Company Registration.




     (i) If the Company shall determine to register any of its equity securities either for
its own account or any Other Stockholders’, other than (w) a registration relating solely to
employee benefit plans, (x) a registration with respect to an Initial Public Offering prior
to April 1, 2008, (y) a registration relating solely to a Commission Rule 145 transaction,
or (z) a registration on any registration form which does not permit secondary sales or does
not include substantially the same information as would be required to be included in a
registration statement covering the sale of Registrable Securities, the Company will:




     (A) promptly give to each of the Holders a written notice thereof (which shall include
a list of the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable blue sky or other state securities laws); and




     (B) include in such registration (and any related qualification under blue sky laws or
other compliance), and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests, made by the Holders within fifteen (15) days
after receipt of the written notice from the Company described in clause (A) above, except
as set forth in Section 2(b)(ii) below. Such written request may specify all



-5-









 






or a part of the Holders’ Registrable Securities of the same class of equity securities
being registered under such registration statement.




     (ii) Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so advise each
of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(A). In
such event, the right of each of the Holders to registration pursuant to this Section 2(b)
shall be conditioned upon such Holders’ participation in such underwriting and the inclusion
of such Holders’ Registrable Securities in the underwriting to the extent provided herein.
The Holders whose shares are to be included in such registration shall (together with the
Company and the Other Stockholders distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for underwriting by the Company. Notwithstanding any
other provision of this Section 2(b), if the representative determines that marketing
factors require a limitation on the number of shares to be underwritten or a limitation on
the inclusion of shares held by directors and officers of the Company, and (x) if such
registration is the Initial Public Offering, the representative may (subject to the
allocation priority set forth below) exclude from such registration and underwriting some or
all of the Registrable Securities which would otherwise be underwritten pursuant hereto to
the extent so required by such limitation, and (y) if such registration is other than the
Initial Public Offering, the representative may (subject to the allocation priority set
forth below) limit the number of Registrable Securities to be included in the registration
and underwriting to not less than thirty percent (30%) of the total number of shares to be
included in such underwritten offering. The Company shall so advise all holders of
securities requesting registration, and the number of shares of securities that are entitled
to be included in the registration and underwriting shall be allocated in the following
manner: The securities of the Company held by officers, directors and Other Stockholders
(other than Registrable Securities) shall be excluded from such registration and
underwriting to the extent required by such limitation, and, if a limitation on the number
of shares is still required, the number of shares that may be included in the registration
and underwriting by each of the Holders shall be reduced, on a pro rata basis (based on the
number of shares held by such Holders), by such minimum number of shares as is necessary to
comply with such limitation. If any of the Holders or any officer, director or Other
Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to the Company and the underwriter. Any Registrable Securities
or other securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.




     (iii) Number. Each of the Holders shall be entitled to have its shares
included in an unlimited number of registrations pursuant to this Section 2(b).



          (c) Form S-3. Following the Initial Public Offering, the Company shall use its best
efforts to qualify for registration on Form S-3 for secondary sales. After the Company has
qualified for the use of Form S-3, the Investors shall have the right to request unlimited
registrations on Form S-3 (such requests shall be in writing and shall state the number of shares
of Registrable Securities to be disposed of and the intended method of disposition of shares by
such holders), subject only to the following:



-6-









 






     (i) The Company shall not be required to effect a registration pursuant to this Section
2(c) unless the Holder or Holders requesting registration propose to dispose of shares of
Registrable Securities having an aggregate price to the public (before deduction of
underwriting discounts and expenses of sale) of more than $3,000,000.




     (ii) The Company shall not be required to effect a registration pursuant to this
Section 2(c) within 180 days of the effective date of the most recent registration pursuant
to this Section 2 in which securities held by the requesting Holder could have been included
for sale or distribution.




     (iii) The Company shall not be required to effect any registration pursuant to this
Section 2(c) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act or applicable rules or
regulations thereunder.




     (iv) The Company shall not be required to effect a registration pursuant to this
Section 2(c) if at the time of any request to register Registrable Securities, the Company
is engaged or has fixed plans to engage within thirty (30) days of the time of the request
in (A) a registered public offering as to which the Holders may include Registrable
Securities pursuant to Section 2(b) or (B) an acquisition, financing or other material
transaction which, in the good faith determination of the Board of Directors of the Company,
would be adversely affected by the requested registration to the material detriment of the
Company. The Company may, at its option, direct that such request be delayed for a period
not in excess of three months from the effective date of such offering or the date of the
determination by the Board of Directors, as the case may be, such right to delay a request
to be exercised by the Company not more than once in any one-year period.



          The Company shall give prompt written notice to all Holders of the receipt of a request for
registration pursuant to this Section 2(c) and shall provide a reasonable opportunity for other
Holders to participate in the registration, provided that if the registration is for an
underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such
offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3 to the extent requested by the
Holder or Holders thereof for purposes of disposition.



          (d) Expenses of Registration. All Registration Expenses incurred in connection with
any registration, qualification or compliance pursuant to this Section 2 (whether or not such
registration, qualification or compliance is effectuated) shall be borne by the Company, and all
Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be
registered) pro rata on the basis of the number of their shares so registered (or proposed to be
registered).



          (e) Registration Procedures. In the case of each registration effected by the Company
pursuant to this Section 2, the Company will keep the Holders, as applicable, advised



-7-









 





in writing as to the initiation of each registration and as to the completion thereof. At its
expense, the Company will:




     (i) prior to filing a registration statement or prospectus or any amendment or
supplement thereto, furnish to each Holder with Registrable Securities covered by such
registration statement, one counsel selected by the Holders of a majority of the Registrable
Securities covered by such registration statement or prospectus, and each underwriter, if
any, of the Registrable Securities covered by such registration statement or prospectus,
copies of such document as proposed to be filed, together with exhibits thereto, which
documents will be subject to review and approval by the foregoing within 5 days after
delivery, and thereafter furnish each such Holder, counsel, and underwriter, if any, such
number of copies of such registration statement, each amendment and supplement thereto (in
each case including all exhibits thereto and documents incorporated by reference therein),
the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents incident thereto as such Holder, counsel or
underwriter, if any, may from time to time reasonably request;




     (ii) after the filing of the registration statement, the Company will promptly notify
each Holder with Registrable Securities covered by such registration statement, one counsel
selected as described in clause (i) above, and each underwriter, if any, of the Registrable
Securities covered by such registration statement or prospectus, of any stop order issued or
threatened by the Commission and take all reasonable actions required to prevent the entry
of such stop order or to remove it if entered;




     (iii) keep such registration effective for a period of one hundred twenty (120) days or
until the Holders, as applicable, have completed the distribution described in the
registration statement relating thereto, whichever first occurs; provided,
however, that (A) such 120-day period shall be extended for a period of time equal
to the period during which the Holders, as applicable, refrain from selling any securities
included in such registration in accordance with provisions in Section 2(i) hereof; and (B)
in the case of any registration of Registrable Securities on Form S-3 which are intended to
be offered on a continuous or delayed basis, such 120-day period shall be extended until all
such Registrable Securities are sold, provided that Rule 415, or any successor rule under
the Securities Act, permits an offering on a continuous or delayed basis, and
provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a post-effective
amendment which (1) includes any prospectus required by Section 10(a) of the Securities Act
or (2) reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the incorporation by reference of
information required to be included in (1) and (2) above to be contained in periodic reports
filed pursuant to Section 12 or 15(d) of the Exchange Act in the registration statement;




     (iv) use its best efforts to (A) register or qualify the Registrable Securities under
such other securities or blue sky laws of such jurisdictions in the United States as any
applicable Holder reasonably (in light of such Holder’s intended plan of distribution)
requests and (B) cause such Registrable Securities to be registered with or approved by such
other governmental agencies or authorities in the United States as may be necessary



-8-









 






by virtue of the business and operations of the Company and do any and all other acts
and things that may be reasonably necessary or advisable to enable such Holder to consummate
the disposition of the Registrable Securities owned by such Holder; provided that the
Company will not be required to (1) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph, (2) subject
itself to taxation in any such jurisdiction, or (3) consent to general service of process in
any such jurisdiction;




     (v) immediately notify each Holder of Registrable Securities covered by such
registration at any time when a prospectus relating thereto is required to be delivered
under the Securities Act or the happening of any event requiring the preparation of a
supplement or amendment to such prospectus and promptly prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and promptly deliver
to each such Holder, their counsel and underwriter, if any, any such supplement or
amendment;




     (vi) furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters or, if such
securities are not being sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective, (A) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders participating
in such registration, addressed to the underwriters, if any, and to the Holders
participating in such registration and (B) a letter, dated as of such date, from the
independent certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in an
underwritten public offering and reasonably satisfactory to a majority in interest of the
Holders participating in such registration, addressed to the underwriters, if any, and if
permitted by applicable accounting standards, to the Holders participating in such
registration.




     (vii) use its best efforts to cause all such Registrable Securities to be listed on a
national securities exchange in the United States or NASDAQ and on each securities exchange
on which similar securities issued by the Company may then be listed, and enter into such
customary agreements including a listing application and indemnification agreement in
customary form, and to provide a transfer agent and registrar for such Registrable
Securities covered by such registration statement no later than the effective date of such
registration statement;




     (viii) enter into such customary agreements (including an underwriting agreement or
qualified independent underwriting agreement, in each case in customary form) and take all
such other actions as the Holders of a majority of the Registrable Securities being covered
by such registration statement or the underwriters retained by such Holders, if any,
reasonably request in order to expedite or facilitate the disposition



-9-









 






of such Registrable Securities, including customary representations, warranties,
indemnities and agreements;




     (ix) make available for inspection, during business hours of the Company, by a Holder
of Registrable Securities covered by such registration statement, any underwriter
participating in any disposition pursuant to such registration statement, and any attorney
accountant or other agent retained by any such Holder or underwriter, all financial and
other records, pertinent corporate documents and properties of the Company and its
subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company’s officers directors and employees, and
those of the Company’s affiliates, if any, to supply all information and respond to all
inquiries reasonably requested by any such registration statement;




     (x) use all commercially reasonable efforts to obtain a “cold comfort” letter from the
Company’s appointed auditors in customary form and covering such matters of the type
customarily covered by “cold comfort” letters as the Holders of a majority in interest of
the Registrable Securities being sold reasonably request; and




     (xi) otherwise use all commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make available to the Holders as soon as
reasonably practicable, an earnings statement covering a period of a least twelve months
beginning after the effective date of the registration statement (as the term “effective
date” is defined in Rule 158(c) under the Securities Act) which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.




     (f) Indemnification.




     (i) The Company will indemnify each of the Holders, as applicable, each of its
officers, directors and partners, and each Person controlling each of the Holders (within
the meaning of the Securities Act), with respect to each registration which has been
effected pursuant to this Section 2, and each underwriter, if any, and each Person who
controls any underwriter, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any preliminary, final or summary prospectus,
offering circular or other document (including any related registration statement,
notification or the like, or any amendment or supplement to any of the foregoing) incident
to any such registration, qualification or compliance, or based on 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, or any violation (or alleged violation) by the
Company of the Securities Act or the Exchange Act or any rule or regulation thereunder or of
any applicable state or common law applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration, qualification or
compliance, and will reimburse each of the Holders, each of its officers, directors and
partners, and each Person controlling each of the Holders, each such underwriter and each
Person who controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating



-10-









 






and defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or omission based
upon and in conformity with written information furnished to the Company by the Holders or
underwriter and stated to be specifically for use therein. The foregoing indemnification
shall remain in effect regardless of any investigation by any indemnified party and shall
survive any transfer or assignment by a Holder of its Registrable Securities or of its
rights pursuant to this Agreement.




     (ii) Each of the Holders will, if Registrable Securities held by it are included in the
securities as to which such registration, qualification or compliance is being effected,
indemnify on a several, but not joint basis, the Company, each of its directors and officers
and each underwriter, if any, of the Company’s securities covered by such a registration
statement, each Person who controls the Company or such underwriter, each Other Stockholder
and each of their officers, directors, and partners, and each Person controlling such Other
Stockholder against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue statement) made
by such Holder of a material fact contained in any such registration statement, prospectus,
offering circular or other document, or any omission (or alleged omission) made by such
Holder to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and such directors,
officers, partners, Persons, underwriters or control Persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending any such claim,
loss, damage, liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the Company by such
Holder and stated to be specifically for use therein; provided, however,
that the obligations of each of the Holders hereunder shall be limited to an amount equal to
the net proceeds to such Holder of securities sold pursuant to such registration statement
or prospectus.




     (iii) Each party entitled to indemnification under this Section 2(f) (the “Indemnified
Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or any litigation
resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such defense at such
party’s expense (unless the Indemnified Party shall have reasonably concluded that there may
be a conflict of interest between the Indemnifying Party and the Indemnified Party in such
action, in which case the fees and expenses of counsel shall be at the expense of the
Indemnifying Party), and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its obligations under
this Section 2 except to the extent the Indemnifying Party is materially prejudiced thereby.
No Indemnifying Party,



-11-









 






in the defense of any such claim or litigation shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall promptly furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and litigation resulting
therefrom.




     (iv) If the indemnification provided for in this Section 2(f) is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu
of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim, damage or
expense, as well as any other relevant equitable considerations, provided, however, that 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 any
such fraudulent misrepresentation. The relative fault of the Indemnifying Party and of the
Indemnified Party 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 Indemnifying Party
or by the Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing, no Holder will be required to contribute any amount pursuant
to this paragraph (f) in excess of the total price at which the Registrable Securities of
such Holder were offered to the public (less underwriting discounts and commissions, if
any). Each Holder’s obligations to contribute pursuant to this paragraph are several in the
proportion that the proceeds of the offering received by such Holder bears to the total
proceeds of the offering received by all the applicable Holders and not joint.




     (v) The foregoing indemnity agreement of the Company and Holders is subject to the
condition that, insofar as they relate to any loss, claim, liability or damage made in a
preliminary prospectus but eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration statement in question becomes effective or the
amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the “Final
Prospectus”), such indemnity agreement shall not inure to the benefit of (A) any underwriter
if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to
the Person asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Securities Act or (B) in circumstances where no underwriter is
acting as such in the offer and sale in question, any Holder who (1) either directly or
through its agent provided the preliminary prospectus to the Person asserting the loss,
liability, claim or damage, (2) was furnished with a copy of the Final Prospectus, and (3)
did not furnish or cause to be furnished the



-12-









 






Final Prospectus to the Person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.




     (vi) Any indemnification payments required to be made to an Indemnified Party under
this Section 2(f) shall be made as the related claims, losses, damages, liabilities or
expenses are incurred.



          (g) Information by the Holders. Each of the Holders holding securities included in
any registration shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in writing and as shall
be reasonably required in connection with any registration, qualification or compliance referred to
in this Section 2. No Holder shall be required, in connection with any underwriting agreements
entered into in connection with any registration, to provide any information, representations or
warranties, or covenants with respect to the Company, its business or its operations, and such
Holders shall not be required to provide any indemnification with respect to any registration
statement except as specifically provided for in Section 2(f)(ii) hereof.



          (h) Rule 144 Reporting.



     With a view to making available the benefits of certain rules and regulations of the
Commission which may permit the sale of restricted securities to the public without registration,
the Company agrees to:




     (i) make and keep public information available as those terms are understood and
defined in Rule 144 under the Securities Act (“Rule 144”), at all times from and after the
effective date of the first registration under the Securities Act filed by the Company for
an offering of its securities to the general public;




     (ii) use its best efforts to file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the Exchange Act at
any time after it has become subject to such reporting requirements; and




     (iii) so long as the Holder owns any Registrable Securities, furnish to the Holder upon
request, a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time from and after the effective date of the first
registration statement filed by the Company for an offering of its securities to the general
public), and of the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as the Holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing
the Holder to sell any such securities without registration.



          (i) “Market Stand-off” Agreement. Each of the Holders agrees, if requested by the
Company and an underwriter of equity securities of the Company, not to sell or otherwise transfer
or dispose of any Registrable Securities held by such Holder during the 90-day period (or such
longer period if requested by such underwriter, up to 180 days) following the effective date of a
registration statement of the Company filed under the Securities Act, provided that:



-13-









 






     (i) such agreement only applies to the Initial Public Offering; and




     (ii) all officers and directors of the Company and any holders of greater than 10% of
the outstanding capital stock of the Company enter into similar agreements.



          If requested by the underwriters, the Holders shall execute a separate agreement to the
foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or
securities) subject to the foregoing restriction until the end of said 90-day period (or such
longer period if requested by such underwriter, up to 180 days). The provisions of this Section
2(i) shall be binding upon any transferee who acquires Registrable Securities, whether or not such
transferee is entitled to the registration rights provided hereunder.



          (j) Termination. The registration rights set forth in this Section 2 shall be
suspended with respect to any Holder if, in the opinion of counsel to the Company, all of the
Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to
Rule 144 (without giving effect to the provisions of Rule 144(k)). The Company will arrange for a
provision to the transfer agent for such shares of an opinion of counsel in connection with any
such sale under Rule 144.



     3. MISCELLANEOUS




     (a) Directly or Indirectly. Where any provision in this Agreement refers to action to
be taken by any Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.



     (b) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State.



     (c) Section Headings. The headings of the sections and subsections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part thereof.



     (d) Notices.




     (i) All communications under this Agreement shall be in writing and shall be delivered
by hand or by facsimile or mailed by overnight courier or by registered or certified mail,
postage prepaid:




     (A) if to the Company, at: MedAssets, Inc., 100 North Point Center East, Suite 200,
Alpharetta, Georgia 30022 (facsimile: (678) 323-2515), marked for the attention of Jonathan
H. Glenn, or at such other address or facsimile number as it may have furnished in writing
to the Investors with a copy to: Willkie Farr & Gallagher; 787 Seventh Avenue; New York, NY
10017, Attention: Steven J. Gartner, Esq. (Facsimile: 212-728-8111);




     (B) if to the Investors, at the address or facsimile number listed on Schedule I
hereto, or at such other address or facsimile number as may have been furnished in writing
to the Company.



-14-









 






     (ii) Any notice so addressed shall be deemed to be given: if delivered by hand or
facsimile, on the date of such delivery; if mailed by courier, on the first business day
following the date of such mailing; and if mailed by registered or certified mail, on the
third business day after the date of such mailing.



     (e) Reproduction of Documents. This Agreement and all documents relating thereto,
including, without limitation, any consents, waivers and modifications which may hereafter be
executed may be reproduced by the Investor by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and the Investors may destroy any original document
so reproduced. The parties hereto agree and stipulate that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was made by the Investors
in the regular course of business) and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties.



     (g) Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire
understanding of the parties hereto and supersedes all prior understanding among such parties.
This Agreement may be amended, and the observance of any term of this Agreement may be waived, with
(and only with) the written consent of the Company and the Investors holding a 66-2/3% majority of
the then outstanding Registrable Securities; provided, however, that at the direction of the Board
of Directors of the Company, this Agreement may be amended for the sole purpose of adding
additional parties hereto.



     (h) Severability. In the event that any part or parts of this Agreement shall be held
illegal or unenforceable by any court or administrative body of competent jurisdiction, such
determination shall not effect the remaining provisions of this Agreement which shall remain in
full force and effect.



     (i) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall be considered one and the same
agreement.




-15-












 





     IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Registration
Rights Agreement as of the date first set forth above.



	 	 	 	 	 
	 	MEDASSETS, INC.

 	 
	 	By:  	/s/ Jonathan Glenn
 	 
	 	 	Name:  	Jonathan Glenn 	 
	 	 	Title:  	Executive Vice President, Chief Legal &
Administrative Officer 	 
	 
	 	INVESTORS:



GALEN PARTNERS III, L.P. 	 
	 	By:  	                                              Claudius LLC, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Bruce F. Wesson
 	 
	 	 	Name:  	Bruce F. Wesson 	 
	 	 	Title:  	 	 
	 
	 	GALEN PARTNERS INTERNATIONAL III, L.P.
 	 
	 	By:  	                                              Claudius LLC, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Bruce F. Wesson
 	 
	 	 	Name:  	Bruce F. Wesson 	 
	 	 	Title:  	 	 
	 
	 	GALEN EMPLOYEE FUND III, L.P. 	 
	 	By:  	Wesson Enterprises, Inc.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Bruce F. Wesson
 	 
	 	 	Name:  	Bruce F. Wesson 	 
	 	 	Title:  	 	 
	 
	 	GALEN PARTNERS IV L.P.
 	 
	 	By:  	                                              Claudius LLC, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Bruce F. Wesson
 	 
	 	 	Name:  	Bruce F. Wesson 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-16-









 








	 	 	 	 	 
	 	GALEN PARTNERS INTERNATIONAL IV, L.P.
 	 
	 	By:  	                                              Claudius LLC, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Bruce F. Wesson
 	 
	 	 	Name:  	Bruce F. Wesson 	 
	 	 	Title:  	 	 
	 
	 	GALEN EMPLOYEE FUND IV, L.P.
 	 
	 	By:  	                                              Wesson Enterprises, Inc.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Bruce F. Wesson
 	 
	 	 	Name:  	Bruce F. Wesson 	 
	 	 	Title:  	 	 
	 
	 	PARTHENON INVESTORS, L.P.
 	 
	 	By:  	Parthenon Investment Advisors, L.L.C.
 	 
	 	 	its general partner 	 


	 	 	 	 	 
	 	By:   	                                                   Parthenon Investment Partners, L.L.C.
 	 
	 	 	its managing member 	 
	 	 	 	 


	 	 	 	 	 
	 
	 	 	 
	 	By:  	                   /s/ John Rutherford
 	 
	 	 	Name:  	John Rutherford 	 
	 	 	Title:  	 	 
	 
	 	PCIP INVESTORS
 	 
	 	By:  	Parthenon Capital, LLC, its managing partner
 	 


	 	 	 	 	 
	 	 	 
	 	By:  	                                                   J & R Investment Management
 	 
	 	 	Company, LLC, its managing member 	 
	 	 	 	 
	 


	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ John Rutherford
 	 
	 	 	Name:  	John Rutherford 	 
	 	 	Title:  	 	 
	 
	 	BENTON HILL INVESTMENT CO., INC.

 	 
	 	By:  	/s/ Earl H. Norman
 	 
	 	 	Name:  	Earl H. Norman 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-17-









 








	 	 	 	 	 
	 	EARL NORMAN GRANTOR RETAINED ANNUITY TRUST
 	 
	 	By:  	Earl Norman and Bank of America, N.A., Trustees
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Earl H. Norman
 	 
	 	 	Name:  	Earl H. Norman 	 
	 	 	Title:  	 	 
	 
	 	THE EARL H. NORMAN REVOCABLE LIVING TRUST

 	 
	 	By:  	/s/ Earl H. Norman
 	 
	 	 	Name:  	Earl H. Norman 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	JOHN BARDIS 	 
	 	 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	JUDY BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY 	 
	 	 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	KATHERINE BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	THOMAS BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY 	 
	 	 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	MICHAEL BARDIS, BY JOHN BARDIS AS ATTORNEY AND PROXY 	 
	 	 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	THOMAS AIDEN TOZER, BY JOHN BARDIS AS ATTORNEY AND PROXY 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-18-









 








	 	 	 	 	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	ELIZABETH CHRISTINE TOZER, BY JOHN BARDIS AS ATTORNEY
AND PROXY 	 
	 
	 	 	 
	 	                                                        /s/ John Bardis
 	 
	 	PAUL WILLIAM TOZER, BY JOHN BARDIS AS ATTORNEY AND PROXY 	 
	 
	 	 	 
	 	
 	 
	 	SHAMEZ KANJI 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	TODD COLLINS 	 
	 	 	 
	 
	 	 	 
	 	


 	 
	 	MARC SEWELL 	 
	 	 	 
	 
	 	 	 
	 	                                                       Scott Gressett
 	 
	 	SCOTT E. GRESSETT 	 
	 	 	 
	 
	 	 	 
	 	                                                      /s/ Scott Gressett
 	 
	 	CALEB E. GRESSETT 	 
	 	 	 
	 
	 	 	 
	 	                                                      /s/ Scott Gressett
 	 
	 	JOHN A. GRESSETT 	 
	 	 	 
	 
	 	 	 
	 	                                                      /s/ Scott Gressett
 	 
	 	ANNA G. GRESSETT 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-19-









 








	 	 	 	 	 
	 	TERRENCE J. MULLIGAN 2004 INVESTMENTS TRUST

 	 
	 	By:  	Susan S. Mulligan, Trustee
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TERRENCE MULLIGAN, TRUSTEE OF THE TERRENCE J. MULLIGAN LIVING TRUST

 	 
	 	By:  	/s/ Terrence J. Mulligan
 	 
	 	 	Name:  	Terrence J. Mulligan 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	JAMES MULLIGAN 	 
	 	 	 
	 
	 	 	 
	 	

 	 
	 	DANIEL MULLIGAN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	JENNIFER MULLIGAN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	TASHA MULLIGAN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	ABIGAIL MULLIGAN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	KENNETH A. HALVERSON, JR. 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-20-









 








	 	 	 	 	 
	 	ARBOR VITAE PARTNERS, L.P.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	GEORGE STOWE 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	TIM WATSON 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	DAVID JOHNSON 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	EDWARD A. SLOAN, SR. 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	EDWARD A. SLOAN, JR. 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	PAUL EGGERS, JR. 	 
	 	 	 
	 
	 	ALLIED CAPITAL CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-21-









 








	 	 	 	 	 
	 	BANC OF AMERICA COMMERCIAL FINANCE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRSTAR CAPITAL CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GREENHILL CAPITAL PARTNERS, L.P. 

By its general partner, GCP, L.P.

By its general partner, GCP, LLC 

 	 
	 	By:  	/s/  Robert H. Niehaus
 	 
	 	 	Name:  	Robert H. Niehaus       	 
	 	 	Title:  	Senior Member 	 
	 
	 	GREENHILL CAPITAL PARTNERS, (CAYMAN), L.P. 

By its general partner, GCP, L.P.

By its general partner, GCP, LLC 

 	 
	 	By:  	/s/  Robert H. Niehaus
 	 
	 	 	Name:  	Robert H. Niehaus       	 
	 	 	Title:  	Senior Member 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-22-









 








	 	 	 	 	 
	 	GREENHILL CAPITAL PARTNERS, (EXECUTIVES), L.P. 

By its general partner, GCP, L.P.

By its general partner, GCP, LLC 

 	 
	 	By:  	/s/  Robert H. Niehaus
 	 
	 	 	Name:  	Robert H. Niehaus       	 
	 	 	Title:  	Senior Member 	 
	 
	 	GREENHILL CAPITAL, L.P. 

By its general partner, GCP, L.P.

By its general partner, GCP, LLC 

 	 
	 	By:  	/s/  Robert H. Niehaus
 	 
	 	 	Name:  	Robert H. Niehaus       	 
	 	 	Title:  	Senior Member 	 
	 
	 	FCA VENTURE PARTNERS III, L.P.

 	 
	 	By:  	
 	 
	 	 	Name:  	Stuart C. McWhorter 	 
	 	 	Title:  	General Partner 	 
	 
	 	 	 
	 	                    /s/ Daniel Piro
 	 
	 	DANIEL PIRO 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	EILEEN MCGINNITY 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	TINA BRINTON 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	AMY DOTSON-SEBERO 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	DAVID EVANS 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-23-









 








	 	 	 	 	 
	 	 	 
	 	
 	 
	 	MICHAEL GADDY 	 
	 	 	 
	 
	 	 	 
	 	

 	 
	 	REBECCA HAWORTH 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	ALLEN WIER HOBBS 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	CYNTHIA ROSEBERRY 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	PATRICK BUCKLEY 	 
	 	 	 
	 
	 	GROTECH PARTNERS VI, L.P.

 	 
	 	By:  	Grotech Capital Group VI, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                /s/ Charles P. Cullen
 	 
	 	 	Name:  	Charles P. Cullen 	 
	 	 	Its:               Treasurer 	 
	 
	 	820 MANAGEMENT TRUST

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	BRADLEY ALLEN 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-24-









 








	 	 	 	 	 
	 	BUENA VENTURE ASSOCIATES, L.P.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CARAMELLA NARDIELLO LIVING TRUST



DATED NOVEMBER 22, 2002

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	RICHARD CAREY 	 
	 	 	 
	 
	 	CHERYL A. KOLLING REVOCABLE TRUST

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	JOSEPH CHOW 	 
	 	 	 
	 
	 	 	 
	 	                                                      /s/ Joseph Davi
 	 
	 	JOSEPH DAVI 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	ANN DIAMOND 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-25-









 








	 	 	 	 	 
	 	CHARLES SCHWAB & CO. INC., CUSTODIAN FBO JOHN KEPHART IRA

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	JOHN IDOL 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	WARREN B. IDSAL 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	JUNE M. IDZAL 	 
	 	 	 
	 
	 	JACIE LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	HARRY R. KING 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	STEVEN L. KORBY 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	AUNNALESHA KRESS 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	MICHAEL R. LEWIS 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	GEORGE L. MCTAVISH 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-26-









 








	 	 	 	 	 
	 	 	 
	 	
 	 
	 	DELLOISE MEIER 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	WILLIAM V. NARDIELLO 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	LAREE CARAMELLA 	 
	 	 	 
	 
	 	 	 
	 	                                                     /s/ Tiendung Nguyen
 	 
	 	DT NGUYEN 2005 GRAT 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	KHANH NGUYEN 	 
	 	 	 
	 
	 	 	 
	 	                                                     /s/ Tiendung Nguyen
 	 
	 	TIENDUNG NGUYEN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	TIMOTHY NGUYEN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	GARY W. PESTELLO 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	ANDREW PHAM 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	THANH PHAM 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	DAVID GRANT PHILLIPS 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	THOMAS PHUNG 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-27-









 








	 	 	 	 	 
	 	 	 
	 	
 	 
	 	SUSAN B. REESE 	 
	 	 	 
	 
	 	REGIS J. KOLLING REVOCABLE TRUST

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	JORI SAVAGE 	 
	 	 	 
	 
	 	SHL, LTD.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	ROCHELLE SHORE 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	BRAD SMALLING 	 
	 	 	 
	 
	 	THE BALLARDINI FAMILY TRUST

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	MICHAEL S. TRAN 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	DOUGLAS R. URQUHART 	 
	 	 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-28-









 








	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	WILLIAM R. VOSS 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	LOI TIEN VU 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	CRAIG WEBSTER 	 
	 	 	 
	 
	 	 	 
	 	                                                       /s/ Robert Wright
 	 
	 	ROBERT WRIGHT 	 
	 	 	 
	 
	 	AVEGA PARTNERS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ROBERT V. NAGELHOUT AND JULIE A. NAGELHOUT, TRUSTEES

OF THE NAGELHOUT FAMILY TRUST DATED DECEMBER 22, 1995

 	 
	 	By:  	/s/ Robert V. Nagelhout
 	 
	 	 	Name:  	Robert V. Nagelhout 	 
	 	 	Title:  	Trustee 	 
	 
	 	MAUREEN NAGELHOUT, TRUSTEE OF THE ROBERT ARTHUR

NAGELHOUT IRREVOCABLE TRUST DATED AUGUST 17, 2004

 	 
	 	By:  	/s/ Maureen E. Nagelhout
 	 
	 	 	Name:  	Maureen E. Nagelhout 	 
	 	 	Title:  	Trustee 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-29-









 








	 	 	 	 	 
	 	MAUREEN NAGELHOUT, TRUSTEE OF THE CARLY NICOLE

NAGELHOUT IRREVOCABLE TRUST DATED AUGUST 17, 2004

 	 
	 	By:  	/s/ Maureen E. Nagelhout
 	 
	 	 	Name:  	Maureen E. Nagelhout 	 
	 	 	Title:  	Trustee 	 
	 
	 	MAUREEN NAGELHOUT, TRUSTEE OF THE ZOIE MAUREEN

NAGELHOUT IRREVOCABLE TRUST DATED AUGUST 17, 2004

 	 
	 	By:  	/s/ Maureen E. Nagelhout
 	 
	 	 	Name:  	Maureen E. Nagelhout 	 
	 	 	Title:  	Trustee 	 
	 
	 	 	 
	 	
 	 
	 	THOMAS KAZAMEK 	 
	 	 	 
	 
	 	THOMAS J. KAZAMEK AND DEBRA L. KAZAMEK, TRUSTEES OF

THE KAZAMEK AND MALTAIS FAMILY TRUST DATED SEPTEMBER 5, 2003

 	 
	 	By:  	/s/ Thomas Kazamek           /s/ Debra Kazamek
 	 
	 	 	Name:  	Thomas Kazamek & Debra Kazamek 	 
	 	 	Title:  	Trustees 	 
	 
	 	 	 
	 	                                                     /s/ C.A. Piccolo
 	 
	 	 	 
	 	C. A. Piccolo 	 
	 



[Signature Page to Amended and Restated Registration Rights Agreement]





-30-