Exhibit 4.1





Exhibit 4.1




Registration Rights Agreement




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 20, 2010 (the “Agreement Date”) by and among Ancestry.com Inc., a Delaware corporation (the
“Company”), Century Capital Partners II, L.P., Canopy Ventures I, L.P. and The Canopy Group, Inc.
(collectively, the “Principal Stockholders” and each a “Principal Stockholder”), and each of the
other undersigned parties to this Agreement (together with the Principal stockholders, the
“Footnote Stockholders”).



Recitals




The Company and the Principal Stockholders are parties to that certain Agreement and Plan of
Merger, dated as of September 22, 2010 (the “Merger Agreement”), with Perrier Acquisition Corp., a
Utah corporation (“Merger Sub”), and iArchives, Inc., a Utah corporation (“iArchives”).



The Merger Agreement provides for the merger of Merger Sub with and into iArchives, with
iArchives surviving as a wholly owned subsidiary of the Company (the “Merger”).



Pursuant to, and as contemplated by, the Merger Agreement, the parties hereto desire to
provide certain registration rights to the Footnote Stockholders with respect to the shares of the
Company’s common stock, $0.001 par value per share, to be received by the Footnote Stockholders in
the Merger (the “Shares”).



Any capitalized terms not defined herein shall have the meanings given them in the Merger
Agreement.



Now, Therefore, in consideration of the foregoing and the mutual promises, covenants
and conditions contained herein, the parties hereby agree as follows:



ARTICLE 1

REGISTRATION RIGHTS





1.1 Registration of Shares. 



(a) In order to cause the Shares then held by each Footnote Stockholder to be registered under
the Securities Act of 1933, as amended (the “Securities Act”), so as to permit the sale thereof as
set forth in this Section 1.1, the Company shall, upon the written request of the Principal
Stockholders, use reasonable commercial efforts promptly following January 1, 2011 to (i) prepare
and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form
S-3 (or successor form) under the Securities Act, or (ii) include such Shares then held by each
Footnote Stockholder in an existing registration statement on Form S-3 on file with the SEC (the
registration statement described in items (i) and (ii), the “Registration Statement”); provided,
however, that each Footnote Stockholder shall provide all such information and materials and take
all such action as may be required or reasonably requested in order to permit the Company to comply
with all applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), The NASDAQ Stock Market LLC (“Nasdaq”) and any other applicable
regulatory or self-regulatory authority and to obtain any desired acceleration of the effective
date of the Registration Statement, such provision of information and materials to be a condition
precedent to the obligations of the Company pursuant to this Section 1.1 to register the Shares
held by such Footnote Stockholder. The offerings made by the Footnote Stockholders participating
pursuant to the Registration Statement shall not be underwritten.



(b) Subject to Section 1.2 hereof, the Company shall: (i) prepare and file with the SEC, or
amend, as applicable, the Registration Statement in accordance with Section 1.1 hereof with respect
to the Shares and shall use its reasonable commercial efforts to cause the Registration Statement
to become effective within sixty (60) days after the Registration Statement is filed with the SEC
or amended, as applicable, and to keep the Registration Statement effective until the sooner to
occur of (A) the date on which all the Shares included within the Registration Statement have been
sold or (B) the date on which all Footnote Stockholders, respectively, may sell all of their Shares
under Rule 144 of the Securities Act without any limitation as to volume; (ii) prepare and file
with the SEC
such amendments to the Registration Statement and amendments or supplements to the
prospectuses used in connection therewith as may be necessary to comply with the provisions of the
Securities Act with respect to the sale or other disposition of the Shares registered


 


 









 






by the Registration Statement; (iii) furnish to each Footnote Stockholder such number of copies of any
prospectuses (including any preliminary prospectus and any amended, combined or supplemented
prospectus) in conformity with the requirements of the Securities Act, and such other documents, as
each Footnote Stockholder may reasonably request in order to effect the offering and sale of the
Shares to be offered and sold, but only while the Company shall be required under the provisions
hereof to cause the Registration Statement to remain effective; (iv) use its reasonable commercial
efforts to register or qualify the Shares covered by the Registration Statement under the
securities or blue sky laws of such jurisdictions as each Footnote Stockholder shall reasonably
request (provided that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of process in any such
jurisdiction where it has not been qualified), and do any and all other acts or things which may be
necessary or advisable to enable each Footnote Stockholder to consummate the public sale or other
disposition of the Shares in such jurisdictions; (v) notify each Footnote Stockholder, promptly
after it shall receive notice thereof, of the date and time the Registration Statement and each
post-effective amendment to such Registration Statement becomes effective or a supplement to any
prospectus forming a part of such Registration Statement has been filed; and (vi) promptly reissue,
or promptly authorize and instruct its transfer agent to reissue, unlegended certificates at the
request of any Footnote Stockholder thereof upon such Footnote Stockholder’s delivery of original
certificates representing the Shares tendered for sale pursuant to the effective Registration
Statement, and to promptly respond to any broker’s inquiries made of the Company in connection with
such sales, in each case with a view to reasonably assisting the Footnote Stockholder to complete
such sale during such period of effectiveness.




1.2 Transfer of Shares; Delayed Filing; Suspension. 



(a) Each Footnote Stockholder agrees that it will not effect any disposition of the Shares or
its right to purchase the Shares that would constitute a sale within the meaning of the Securities
Act except as contemplated in the Registration Statement referred to in Section 1.1 or under Rule
144 of the Securities Act and as otherwise provided in this Agreement, and that it will promptly
notify the Company of any changes in the information set forth in the Registration Statement
regarding the Footnote Stockholder or its plan of distribution of the Shares. Following
effectiveness of the Registration Statement, the Company may require each Footnote Stockholder
participating in the Registration Statement to furnish to the Company such information regarding
the Footnote Stockholder and the distribution of the Shares by such Footnote Stockholder as the
Company may from time to time reasonably require for inclusion in the Registration Statement, and
the Company may exclude from such Registration Statement the Shares of any Footnote Stockholder
that fails to furnish such information.



(b) Notwithstanding the Company’s obligation to file or amend the Registration Statement under
Section 1.1 hereof, if the Company shall furnish to the Footnote Stockholders a certificate signed
by the Chief Executive Officer or Chief Financial Officer of the Company stating that, in the good
faith judgment of the Company, it would be detrimental to the Company and its stockholders for the
Registration Statement to be filed or amended at such time and it is therefore essential to defer
the filing or amendment of the Registration Statement, the Company shall have the right to defer
such filing or amendment for a period of not more than a thirty (30) days from the date of first
delivery by the Company of such certificate to the Footnote Stockholders. In addition and
notwithstanding anything to the contrary set forth in this Agreement, the Company may restrict
disposition of the Shares under the Registration Statement filed pursuant to Section 1.1 hereof,
and each Footnote Stockholder will not be able to dispose of such Shares, if the Company shall have
delivered a notice in writing to such Footnote Stockholder stating that a delay in the disposition
of the Shares is necessary because the Company, in its reasonable judgment, has determined in good
faith that such sales would require public disclosure by the Company of material nonpublic
information that is not included in the Registration Statement and that immediate disclosure of
such information would be detrimental to the Company. In no event shall the Company, without the
prior written consent of a Footnote Stockholder, disclose to such Footnote Stockholder any of the
facts or circumstances regarding the material nonpublic information giving rise to either the delay
in filing or amending the Registration Statement or the restriction in disposition of such Shares.
In the event of the delivery of any such notice by the Company, the Company shall use its
reasonable best efforts to amend the Registration Statement and/or amend or supplement the related
prospectus if necessary and to take all other actions necessary to allow the proposed sale to take
place as promptly as possible, subject, however, to the right of the Company to delay further sales
of the Shares until the conditions or circumstances referred to above have ceased to exist or have
been disclosed. Such right to delay sales
of the Shares (i) shall not be exercised by the Company more than twice in any twelve (12)
month period and (ii) shall not exceed ninety (90) days in the aggregate (and no longer than
forty-five (45) days as to any single delay) in any twelve (12) month period.


 


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(c) Each Footnote Stockholder hereby covenants with the Company not to make any sale of the
Shares without complying with the provisions of this Agreement, and without effectively causing the
prospectus delivery requirement under the Securities Act to be satisfied (unless the Footnote
Stockholder is selling such Shares in a transaction not subject to the prospectus delivery
requirements), and the Footnote Stockholder acknowledges that the certificates evidencing the
Shares will be imprinted with a legend that prohibits their transfer except in accordance
therewith.



1.3 Expenses. Each party shall bear its respective legal, accountants, and other fees
and other expenses incurred with respect to this Agreement, except that the Company shall pay all
of the out-of-pocket expenses incurred by the Company in complying with its obligations under this
Agreement in connection with the registration of the Shares, including, without limitation, all
SEC, Nasdaq and blue sky registration and filing fees, printing expenses, transfer agents’ and
registrars’ fees, and the reasonable fees and disbursements of the Company’s outside counsel and
independent accountants.



1.4 Indemnification. In the event of any offering registered pursuant to this
Agreement: 



(a) The Company agrees to indemnify and hold harmless each Footnote Stockholder whose Shares
are included in the Registration Statement, each of its officers, directors and partners and each
person controlling such Footnote Stockholder within the meaning of Section 15 of the Securities
Act, from and against any losses, claims, damages or liabilities to which such Footnote
Stockholder, or any such officer, director, partner or controlling person may become subject (under
the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a
material fact contained in the Registration Statement or any omission to state therein a fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading, and the Company will reimburse each such
Footnote Stockholder and each of its officers, directors and partners and each person controlling
such Footnote Stockholder, as the case may be, for any reasonable legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending any such loss, claim,
damage or liability; provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon (i) any untrue
statement or omission, made in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Footnote Stockholder specifically for use in the preparation
of the Registration Statement, (ii) the failure of such Footnote Stockholder to comply with the
covenants and agreements applicable to such Footnote Stockholder contained in Section 1.2 hereof
(timely delivery by such Footnote Stockholder of the most recent prospectus provided to such
Footnote Stockholder by the Company shall not constitute such a failure) or (iii) any untrue
statement or omission made in any prospectus and corrected in an amended prospectus that was
delivered to such Footnote Stockholder on a timely basis, and provided further, that the indemnity
agreement contained in this subsection 1.4(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage or liability if settlement thereof is effected without the consent of
the Company, which consent shall not be unreasonably withheld, and in no event shall any indemnity
under this Section 1.4 exceed the net proceeds from the offering received by such Footnote
Stockholder.



(b) Each Footnote Stockholder whose Shares are included in the Registration Statement agrees
to indemnify and hold harmless the Company, each of its officers and directors and each person
controlling the Company within the meaning of Section 15 of the Securities Act from and against any
losses, claims, damages or liabilities to which the Company, or any such officer, director or
controlling person may become subject (under the Securities Act or otherwise), in so far as such
losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of,
or are based upon, (i) the failure by such Footnote Stockholder to comply with the covenants and
agreements applicable to such Footnote Stockholder contained in Section 1.2 hereof respecting the
sale of the Shares (timely delivery by such Footnote Stockholder of the most recent prospectus
provided to such Footnote Stockholder by the Company shall not constitute such a failure) or (ii)
any untrue statement of a material fact contained in the Registration Statement or any omission to
state therein a fact required to be stated therein or necessary to make the statements therein, in
light of the


 


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circumstances in which they are made, not misleading if
such untrue statement or omission was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Footnote Stockholder specifically for
use in the preparation of the Registration Statement, and such Footnote Stockholder will reimburse
the Company and each of its officers, directors or controlling persons, as the case may be, for any
reasonable legal and any other expenses reasonably incurred in connection with investigating,
preparing or defending any such loss, claim, damage or liability; provided, however, that any
indemnification obligations of such Footnote Stockholder pursuant to this Agreement shall be
limited, in the aggregate, to the aggregate net proceeds received by such Footnote Stockholder as a
result of the sale of its Shares under the Registration Statement, and provided further, that the
indemnity agreement contained in this subsection 1.4(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, or liability if settlement thereof is effected without
the consent of such Footnote Stockholder, which consent shall not be unreasonably withheld.



(c) Promptly after receipt by any indemnified person of a notice of a claim or the beginning
of any action in respect of which indemnity is to be sought against an indemnifying person pursuant
to this Section 1.4, such indemnified person shall notify the indemnifying person in writing of
such claim or of the commencement of such action, but the omission to so notify the indemnifying
person will not relieve it from any liability which it may have to any indemnified person under
this Section 1.4 (except to the extent that such omission materially and adversely affects the
indemnifying person’s ability to defend such action) or from any liability otherwise than under
this Section 1.4. Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled to participate
therein, and, to the extent that it shall elect by written notice delivered to the indemnified
person promptly after receiving the aforesaid notice from such indemnified person, shall be
entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
person. After notice from the indemnifying person to such indemnified person of its election to
assume the defense thereof, such indemnifying person shall not be liable to such indemnified person
for any legal expenses subsequently incurred by such indemnified person in connection with the
defense thereof, provided, however, that if there exists or shall exist a conflict of interest that
would make it inappropriate, in the opinion of counsel to the indemnified person, for the same
counsel to represent both the indemnified person and such indemnifying person or any affiliate or
associate thereof, the indemnified person shall be entitled to retain its own counsel at the
expense of such indemnifying person; provided, further, that no indemnifying person shall be
responsible for the fees and expenses of more than one separate counsel (together with appropriate
local counsel) for all indemnified persons. In no event shall any indemnifying person be liable in
respect of any amounts paid in settlement of any action unless the indemnifying person shall have
approved the terms of such settlement; provided that such consent shall not be unreasonably
withheld. No indemnifying person shall, without the prior written consent of the indemnified
person, effect any settlement of any pending or threatened proceeding in respect of which any
indemnified person is or could have been a party and indemnification could have been sought
hereunder by such indemnified person, unless such settlement includes an unconditional release of
such indemnified person from all liability on claims that are the subject matter of such
proceeding.



(d) If the indemnification provided for in this Section 1.4 is unavailable to or insufficient
to hold harmless an indemnified person under subsection (a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying person shall contribute to the amount paid or payable by such indemnified
person as a result of such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company
on the one hand and the Footnote Stockholders on the other in connection with the statements or
omissions or other matters which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, in the case of an untrue statement
or omission, whether the untrue statement or omission relates to information supplied by the
Company on the one hand or an Footnote Stockholder on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission. The Company and the Footnote Stockholders agree that it would not be just and equitable
if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the
Footnote Stockholders were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified person as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any reasonable legal or other expenses reasonably incurred by such
indemnified person in connection with investigating or defending any


 


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such action or claim. Notwithstanding the provisions of this subsection (d), no Footnote Stockholder shall be
required to contribute any amount in excess of the amount by which the net amount received by such
Footnote Stockholder from the sale of the Shares to which such loss relates exceeds the amount of
any damages which such Footnote Stockholder has otherwise been required to pay by reason of such
untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.



(e) The parties to this Agreement hereby acknowledge that they are sophisticated business
persons and are fully informed regarding the provisions herein, including, without limitation, the
provisions of this Section 1.4. They further acknowledge that the provisions of this Section 1.4
fairly allocate the risks in light of the ability of the parties to investigate the Company and its
business in order to assure that adequate disclosure is made in the Registration Statement as
required by the Securities Act and the Exchange Act.



1.5 Conditions and Obligations. Notwithstanding any terms of this Agreement to the
contrary, the obligations of the Company hereunder shall only arise and be applicable to the
Company if and when the Company is eligible use Form S-3 (or a successor form) to register its
securities under the Securities Act. The conditions precedent imposed by the Agreement upon the
transferability of the Shares shall cease and terminate as to any particular number of the Shares
when such Shares shall have been sold or otherwise disposed of in accordance with the intended
method of disposition set forth in the Registration Statement covering such Shares or at such time
as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that
such conditions are not necessary in order to comply with the Securities Act.



ARTICLE 2

MISCELLANEOUS




2.1 Governing Law. The internal laws of the State of Delaware, irrespective of its
conflicts of law principles, shall govern the validity of this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the parties hereto.



2.2 Assignment; Binding Upon Successors and Assigns. No Footnote Stockholder may
assign any of its rights or obligations hereunder without the prior written consent of the Company.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Any assignment in violation of this provision shall
be void.



2.3 Severability. If any provision of this Agreement, or the application thereof,
shall for any reason and to any extent be invalid or unenforceable, then the remainder of this
Agreement and the application of such provision to other persons or circumstances shall be
interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid and enforceable
provision that shall achieve, to the extent possible, the economic, business and other purposes of
the void or unenforceable provision.



2.4 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original as regards any party whose signature appears thereon and all of which
together shall constitute one and the same instrument.



2.5 Amendments and Waivers. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Footnote
Stockholders holding not less than a majority of the registrable Shares then outstanding, provided,
however, that any party may waive or release any of its own rights under this Agreement solely with
respect to itself, by a writing signed by such party.


 


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2.6 Notices. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be either hand delivered in person, sent by facsimile, sent
by certified or registered first-class mail, postage pre-paid, or sent by nationally recognized
express courier service. Such notices and other communications shall be effective upon receipt if
hand delivered or sent by facsimile, three (3) business days after
mailing if sent by mail, and one business day after dispatch if sent by express courier, to
the following addresses or, in the case of the Footnote Stockholders other than the Principal
Stockholders, to the addresses for each such Footnote Stockholder set forth on the applicable
signature pages for such Footnote Stockholders, or such other addresses as any party may notify the
other parties in accordance with this Section 2.6:



If to the Company:



Ancestry.com Inc.

360 West 4800 North

Provo, UT 84604

Attention: General Counsel

Fax No.: (801) 705-7026




with a copy, which shall not constitute notice, to:



Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Gavin Grover

Fax No.: (415) 268-7522




If to the Principal Stockholders:



Century Capital Partners II, L.P.

One Liberty Square

Boston, MA 02109

Attention: Davis R. Fulkerson

Fax No.: (617) 542-9398




And




Canopy Ventures I, L.P.

333 South 520 West, Suite 300

Lindon, UT 84042

Attention: Brandon Tidwell

Fax No.: (801) 229-2458




And




The Canopy Group, Inc.

333 South 520 West, Suite 300

Lindon, UT 84042

Attention: Brandon Tidwell

Fax No.: (801) 229-2458




with a copy, which shall not constitute notice, to:



Foley & Lardner LLP

111 Huntington Avenue

Boston, MA 02199

Attention: Ronald S. Eppen

Fax No.: (617) 342-4001




[Signature Page Follows]



 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



Ancestry.com Inc.




	 	 	 	 	 
	By:

	 	/s/ David H. Rinn
 

Name: David H. Rinn
	 	 
	 

	 	Title:   SVP	 	 
	 
	 	 	 	 
	Century Capital Partners II, L.P., 	 	 
	as Principal Stockholder 	 	 
	 
	 	 	 	 
	By:

	 	CCP Capital II, LLC	 	 
	 

	 	its General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Davis R. Fulkerson	 	 
	 

	 	 	 	 
	 

	 	Name: Davis R. Fulkerson	 	 
	 

	 	Title:   Managing Member	 	 
	 
	 	 	 	 
	Canopy Ventures I, L.P., 	 	 
	as Principal Stockholder	 	 
	 
	 	 	 	 
	By:

	 	Canopy Venture Partners, LLC

its General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ R. Brandon Tidwell	 	 
	 

	 	 	 	 
	 

	 	Name: R. Brandon Tidwell	 	 
	 

	 	Title:   Managing Director	 	 
	 
	 	 	 	 
	The Canopy Group, Inc., 

as Principal Stockholder	 	 
	 
	 	 	 	 
	By:

	 	/s/ R. Brandon Tidwell	 	 
	 

	 	 	 	 
	 

	 	Name: R. Brandon Tidwell	 	 
	 

	 	Title:   Counsel	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 
	/s/ Allan Fulkerson
 

Allan Fulkerson

	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 
	/s/ Davis Fulkerson
 

Davis Fulkerson

	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 
	/s/ James Stradner
 

James Stradner

	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 
	/s/ Alexander Thorndike
 

Alexander Thorndike

	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 Stockholder Name:	 	 
	 
	 	 	 	 
	/s/ Angel Partners, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Craig L. Christensen
 

Name: Craig L. Christensen
	 	 
	 

	 	Title:   Authorized Agent	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	Belo Enterprises, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Gross
 

Name: David A. Gross
	 	 
	 

	 	Title:   Authorized Agent	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	Stockholder Name:	 	 
	 
	 	 	 	 
	Outlook Capital Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Vern R. Christensen
 

Name: Vern R. Christensen
	 	 
	 

	 	Title:   Managing Director	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	Stockholder Name:	 	 
	 
	 	 	 	 
	Robert Epstein	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Epstein
 

Name: Robert Epstein
	 	 
	 

	 	Title:   individual	 	 






[Signature Page to Registration Rights Agreement]



 


 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	Stockholder Name:	 	 
	 
	 	 	 	 
	Mike D. Samouce	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mike D. Samouce
 

	 	 






[Signature Page to Registration Rights Agreement]