Amended and Restated Registration Rights Agreement



 Exhibit 4.2 
  
 AMENDED AND RESTATED 
 REGISTRATION RIGHTS AGREEMENT 
 This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 22, 2008, by and among CT Technologies Holdings, LLC, a Delaware limited liability
company (the “Company”) and the Members of the Company signatory hereto, including DLJ Investment Partners III, L.P., a Delaware limited partnership (“DLJ III”), DLJ Investment Partners, L.P., a Delaware limited
partnership (“DLJ”), IP III Plan Investors, L.P., a Bermuda limited partnership (“IP”, and together with DLJ III and DLJ, collectively, “Credit Suisse”), New York Life Investment Management
Mezzanine Partners II, LP, a Delaware limited partnership (“NYLIM”), NYLIM Mezzanine Partners II Parallel Fund, LP, a Delaware limited partnership (“NYLIM Parallel”, and together with NYLIM, collectively,
“NYL”), and Pennant Park Investment Corporation, a Maryland corporation (“PennantPark” and collectively with Credit Suisse and NYL, the “New Mezzanine Investors”) or signatory to a joinder in the
form of the attached Exhibit A (the “Stockholders”). Capitalized terms used but not otherwise defined in this Agreement are defined in Section 9. 
 WHEREAS, on June 15, 2007 certain of the Stockholders entered into an Amended and Restated Registration Rights Agreement (the
“Existing Agreement”), and the Stockholders wish to amend and restated the Existing Agreement in its entirety as set forth herein; 
 WHEREAS, Section 10(d) of the Existing Agreement provides that the Existing Agreement may only be amended upon the prior written consent of the Company and holders of a majority of the Registrable
Securities (as defined in the Existing Agreement). 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein made and other good and valuable consideration, the parties hereto hereby amend and restate the Existing Agreement in its entirety as follows: 
 1. Demand Registrations. 
 (a) Requests for Registration. Subject to
Sections 1(b) through (g) below, (i) at any time and from time to time, the holders of a majority of the Series A Registrable Securities and (ii) at any time and from time to time after the Company’s Initial Public Offering,
the holders of a majority of the Mezzanine Registrable Securities, may (in the case of both clause (i) and clause (ii) above) request registration, whether underwritten or not, under the Securities Act of all or any portion of their
respective Registrable Securities (A) on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), (B) on Form S-3 or any similar short-form registration statement (“Short-Form
Registrations”), if available, or (C) on any applicable “short form” pursuant to Rule 415 under the Securities Act (a “415 Registration”), if available. All registrations requested as described in this
Section 1 are referred to herein as “Demand Registrations.” Each request for a Demand Registration will specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range
for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the Demand Registration will be underwritten. Each request for a Demand
Registration and, subject to the 







 provisions of Section 7, each request for inclusion in such Demand Registration also will specify the
manner and disposition of the shares of Registrable Securities included therein. Within 10 days after receipt of any such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities
and, subject to any restrictions contained herein or in Section 7 of the Members Agreement, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein
within 15 days after the receipt of the Company’s notice. 
 (b) Long-Form Registrations. The holders of a majority
of the Series A Registrable Securities will be entitled to request two Long-Form Registrations and the holders of a majority of the Mezzanine Registrable Securities will be entitled to request one Long-Form Registration, in each case in which the
Company will pay all Registration Expenses; provided that the Company will have no obligation to grant any request for a Long-Form Registration unless the aggregate value of the Registrable Securities to be sold through such registration
equals at least $5.0 million. The Company will pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective; provided, however, that if the Persons
initiating such Demand Registration withdraw their request for such Long-Form Registration and such withdrawal is not based, in the good faith judgment of the Company, upon an adverse change in financial market conditions affecting the offering or
any information relating to the Company or its Subsidiaries, then all holders that requested to have shares of Registrable Securities included in such Long-Form Registration will pay all Registration Expenses incurred in connection therewith, pro
rata based on the number of shares of Registrable Securities requested by such holders to be included in such registration. The Company will use its commercially reasonable efforts to cause any Long-Form Registration to be declared effective
under the Securities Act as soon as practicable after filing of such Long-Form Registration. A registration will not count as a permitted Long-Form Registration until it has become effective. A registration will not count as the final Long-Form
Registration permitted to be initiated under this Agreement by the holders of a majority of the Series A Registrable Securities or the holders of a majority of the Mezzanine Registrable Securities, as applicable, unless the holders who initiated
such registration are able to register and sell at least 90% of the Registrable Securities that such holders have requested to be included in such registration. 
 (c) Short-Form Registrations. The holders of a majority of the Series A Registrable Securities will be entitled to request an unlimited number of Short-Form Registrations and the holders of a
majority of the Mezzanine Registrable Securities will be entitled to request one Short-Form Registration, in each case in which the Company will pay all Registration Expenses; provided that the holders of a majority of the Series A
Registrable Securities may not request more than two Short-Form Registrations in any consecutive 12-month period; and provided further that the Company will have no obligation to grant any request for a Short-Form Registration unless the
aggregate value of the Registrable Securities to be sold through such registration equals at least $5.0 million. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the
Company has become subject to the reporting requirements of the Securities Exchange Act, the Company will use commercially reasonable efforts to make Short-Form Registrations on Form S-3 or any other short form available for the sale of Registrable
Securities. The Company will use its commercially reasonable efforts to cause any Short-Form Registration to be declared 







 effective under the Securities Act as soon as practicable after filing of such Short-Form Registration. A
registration will not count as a permitted Short-Form Registration until it has become effective. A registration will not count as the final Short-Form Registration permitted to be initiated under this Agreement by the holders of a majority of the
Series A Registrable Securities or the holders of a majority of the Mezzanine Registrable Securities, as applicable, unless the holders who initiated such registration are able to register and sell at least 90% of the Registrable Securities that
such holders have requested to be included in such registration. 
 (d) 415 Registrations. 
 (i) The holders of a majority of the Series A Registrable Securities will be entitled to request two 415 Registrations and the holders of a
majority of the Mezzanine Registrable Securities will be entitled to request one 415 Registration, in each case in which the Company will pay all Registration Expenses; provided that the Company will have no obligation to grant any request
for a 415 Registration unless such registration is on Form S-3 or any similar short-form; and provided further that the Company will have no obligation to grant any request for a 415 Registration unless the aggregate value of the Registrable
Securities to be sold through such registration equals at least $5.0 million. Subject to the availability of required financial information, within 45 days after the Company receives written notice of a request for a 415 Registration, the Company
will file with the Securities and Exchange Commission a registration statement under the Securities Act for the 415 Registration. The Company will use its commercially reasonable efforts to cause the 415 Registration to be declared effective under
the Securities Act as soon as practicable after filing and, once effective, the Company will (subject to the provisions of clause (ii) below) cause such 415 Registration to remain effective for such time period as is specified in such request,
but for no time period longer than the period ending on the earlier of (A) the second anniversary of the date of filing of the 415 Registration, (B) the date on which all Registrable Securities covered by such 415 Registration have been
sold pursuant to the 415 Registration and (C) the date as of which there are no longer any Registrable Securities covered by such 415 Registration in existence. 
 (ii) If the holders of a majority of the Series A Registrable Securities notify the Company in writing that they intend to effect the sale of all or substantially all of the Series A Registrable
Securities held by such holders pursuant to a single integrated offering pursuant to a then effective registration statement for a 415 Registration (a “Takedown”), then so long as the aggregate value of the Registrable Securities to
be sold through such Takedown equals at least $1.0 million, the Company and each holder of Registrable Securities will not effect any public sale or distribution of its Equity Securities during the 90-day period beginning on the date such notice of
a Takedown is received, except pursuant to such Takedown. Notwithstanding anything contained herein to the contrary, all holders of Registrable Securities and holders of Common Stock who have a contractual right to participate in such Takedown may
participate in such Takedown, pro rata based on the number of shares of Registrable Securities requested by such holders to be included in such Takedown. 
 (e) Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of
Registrable Securities and other shares of Common Stock requested to be included in such offering exceeds the number of Registrable Securities and other shares of 







 Common Stock, if any, which can be sold in such offering without adversely affecting the Company or the
marketability of the offering, the Company will, subject to any restrictions contained in Section 7 of the Members Agreement, include in such registration (i) first, any Company Registrable Securities that the holders of the Series
A Registrable Securities have requested to be included in such offering pursuant to Section 4(c), and (ii) second, the number of Registrable Securities requested to be included in such registration by the holders of such Registrable
Securities under this Agreement or pursuant to any other agreement with the Company, pro rata among the respective holders thereof on the basis of the number of shares of Registrable Securities requested to be included in such registration.

 (f) Restrictions on Demand Registrations. 
 (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180
days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given the right to have such Holder’s Registrable Securities included pursuant to Section 2
hereof. 
 (ii) If the Company’s board of directors in good faith determines that the filing or effectiveness of a
registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to
which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated
acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for a period of up to 120 days so long as
the Company is still pursuing the transaction that allowed such delay (it being agreed that the Company may not delay requested registrations pursuant to this clause (ii) more than once during any period of 360 consecutive days). If the Company
postpones the filing or effectiveness of a registration statement pursuant to this Section 1(f), it will promptly notify in writing the holders of Registrable Securities requesting such registration when the events or circumstances permitting
such postponement have ended. 
 (g) Selection of Underwriters. The holders of a majority of the Series A Registrable
Securities will have the right to select the investment banker(s) and manager(s) to administer the offering relating to any Demand Registration requested by the holders of a majority of the Series A Registrable Securities, subject to the
Company’s approval which will not be unreasonably withheld or delayed. The Company will have the right to select the investment banker(s) and manager(s) to administer the offering relating to any Demand Registration requested by the holders of
a majority of the Mezzanine Registrable Securities. 
 2. Piggyback Registrations. 
 (a) Right to Piggyback. Whenever the Company proposes to register any of its Common Stock under the Securities Act (other than
pursuant to a Demand Registration) and the registration form to be used may be used for the registration of Registrable Securities (a 







 “Piggyback Registration”), the Company will give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion in such registration within 20 days
after the receipt of the Company’s notice. 
 (b) Piggyback Expenses. The Registration Expenses of the Company and
of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations. 
 (c) Priority on
Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested
to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will, subject to any restrictions contained in Section 7 of the Members
Agreement, include in such registration (i) first, the number of shares of Common Stock the Company proposes to sell in such registration; and (ii) second, the number of Registrable Securities and other shares of Common Stock
requested to be included in such registration pursuant to binding contractual obligations of the Company, pro rata among the respective holders of such Common Stock or Registrable Securities on the basis of the number of shares requested to
be included in such registration. 
 (d) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of Common Stock who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common
Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Company will, subject to any restrictions contained in
Section 7 of the Members Agreement, include in such registration (i) first, the number of shares of Common Stock requested to be included in such offering by the holders initially requesting such registration pursuant to their
contractual rights; (ii) second, the number of shares of Common Stock the Company proposes to sell in such registration; and (iii) third, the number of Registrable Securities and other shares of Common Stock requested to be
included in such registration pursuant to binding contractual obligations of the Company, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration. 
 (e) Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the Company’s selection of investment
banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities requested to be included in such offering. Such approval will not be unreasonably withheld or delayed. 
 (f) Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant
to Section 1 hereof or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its Equity Securities or
securities convertible or exchangeable into or exercisable for its Equity Securities under the Securities Act (except on Form S-4 or Form S-8 or any successor forms), whether on its own 







 behalf or at the request of any holder or holders of such securities, until a period of at least 180 days
has elapsed from the date such previous registration became effective. 
 3. Holdback Agreements. Notwithstanding
anything to the contrary contained in this Agreement, the Company will not effect any public sale or distribution of its Equity Securities during the seven days prior to and during the 180-day period beginning on the effective date of the Initial
Public Offering, any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriter(s) managing
such underwritten registration otherwise agree. 
 4. Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will, subject to the provisions of Section 7, use its commercially reasonable efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible: 
 (a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration
statement to become effective; 
 (b) notify each holder of Registrable Securities of the effectiveness of each registration
statement filed under this Agreement and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the earlier of (i) a period of not less than six months and not more than one year (or, in the case of a 415 Registration, not more than two years) and (ii) the date as of which there are no longer any
Registrable Securities covered by such registration statements in existence, in each case in order to comply with the provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration
statement; 
 (c) in the case of the Initial Public Offering only, if requested by the holders of a majority of the Series A
Registrable Securities, use its commercially reasonable efforts to cause to be included in such registration statement Equity Securities (“Company Registrable Securities”) to be offered in a primary offering of Common Stock
contemporaneously with such offering; 
 (d) furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), exhibits, and such other documents as such seller and underwriter, if any, may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such seller in accordance with the procedures described therein; 
 (e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any 







 seller and underwriter reasonably requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such
jurisdiction); 
 (f) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the
statements in such prospectus not misleading and, at the request of any such seller, the Company will promptly prepare and file a supplement or amendment to such prospectus and/or registration statement so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements in such prospectus not misleading; provided,
however, in connection with any 415 Registration, if the Company’s board of directors in good faith determines that the filing of such a supplement or amendment would be reasonably likely to materially and adversely affect any material
contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would
be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, then
the Company may delay such filing for a period of up to 120 days so long as the Company is still pursuing the transaction that allowed such delay (it being agreed that the Company may not delay any filing pursuant to this clause more than once
during any period of 360 consecutive days; provided further that if the Company postpones the filing of a supplement or amendment pursuant to the foregoing, it will promptly notify in writing the holders of Registrable Securities included in
such registration when the events or circumstances permitting such postponement have ended and at such time will proceed with the filing of the requested supplement or amendment; 
 (g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are
then listed and, if not so listed, to be listed on any other securities exchange on which any Common Stock is listed; 
 (h)
provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the first registration statement relating to Registrable Securities or other shares of Common Stock; 
 (i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the
holders of a majority of the Series A Registrable Securities or the holders of a majority of the Mezzanine Registrable Securities, as applicable, initially requested to be included in such offering or the underwriters, if any, reasonably request in
order to expedite or facilitate the disposition of the Registrable Securities requested to be included in such offering (including effecting a stock split or a combination of shares); 







 (j) make available for inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration
statement; 
 (k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the applicable registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 
 (l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its commercially reasonable efforts to obtain promptly the
withdrawal of such order; 
 (m) use its commercially reasonable efforts to cause its management to participate fully in the
sale process, including, without limitation, the preparation of the applicable registration statement and the preparation and presentation of any “road shows,” whether domestic or international; 
 (n) use its commercially reasonable efforts to cause all Registrable Securities covered by the applicable registration statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with the
procedures set forth in such registration statement; 
 (o) furnish to each seller of Registrable Securities a signed
counterpart addressed to such seller and the underwriters, if any, of: 
 (i) an opinion of counsel for the Company (in customary
form), dated the effective date of such registration statement (and, if such registration relates to an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and
substance to such seller, and 
 (ii) a “comfort” letter, dated the effective date of such registration statement
(and, if such registration relates to an underwritten public offering, a letter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company’s financial statements
included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included in such registration statement) and, in the case of the accountants’ letter, with respect
to events subsequent to the date of such financial statements, as are 







 customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the
underwriters in underwritten public offerings of securities; 
 (p) notify the holders of Registrable Securities and the
managing underwriter or underwriters, if any, promptly and confirm such advice in writing promptly thereafter: 
 (i) when the
registration statement, the prospectus or any prospectus supplement related to such registration statement or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any
post-effective amendment to such registration statement, when the same has become effective; 
 (ii) of any request by the
Securities and Exchange Commission for amendments or supplements to the registration statement or the prospectus or for additional information; 
 (iii) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration or the initiation of any proceedings by any Person for that purpose; and

 (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; 
 (q) at least five days before filing a registration statement or prospectus and as promptly as practicable prior to filing any amendments or supplements thereto, the Company will furnish to legal counsel
representing the holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed; 
 (r) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement filed in connection herewith, or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment; 
 (s) cooperate with each holder of Registrable Securities covered by the applicable registration statement and the managing underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates will not bear any restrictive legends and will be in a form eligible for deposit with the transfer agent for the Common Stock; and enable such Registrable Securities to
be in such denominations and registered in such names as the managing underwriters, if any, or holders may request at least two business days prior to any sale of Registrable Securities; 
 (t) make available for inspection by a representative selected by a majority of the holders of Registrable Securities, if any, participating
in the offering, any underwriter participating in any disposition pursuant to the registration and any attorney or accountant retained by such selling holder or underwriter (each, an “Inspector”), all financial and other records,
pertinent corporate documents and properties of the Company (the “Records”), and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such
registration; provided that the Company 







 will not be required to comply with this clause (t) if there is a reasonable likelihood, in the
judgment of the Company exercised in good faith, that such delivery could result in the loss of any attorney-client privilege related thereto; and provided further that Records which the Company determines, in good faith, to be confidential
and which it notifies the Inspectors are confidential will not be disclosed by the Inspectors (other than to any holder of Registrable Securities participating in the offering) unless (x) such Records have become generally available to the
public or (y) the disclosure of such Records may be necessary or appropriate (A) to comply with any law, rule, regulation or order applicable to any such Inspectors or holder of Registrable Securities, (B) in response to any subpoena
or other legal process or (C) in connection with any litigation to which such Inspectors or any holder of Registrable Securities is a party (provided that Company is provided with reasonable notice of such proposed disclosure and a
reasonable opportunity to seek a protective order or other appropriate remedy with respect to such Records); and 
 (u) use its
commercially reasonable efforts to provide a CUSIP number for the Registrable Securities, not later than the effective date of the registration. 
 Each holder of Registrable Securities agrees that if and for so long as he or she is employed by the Company, he or she will participate fully in the sale process, including the preparation of the registration statement and the preparation
and presentation of any such road shows. Except as otherwise provided in Section 1(b), prior to the effectiveness of any registration statement relating to any offering hereunder, any holder of Registrable Securities requested to be included in
such offering may withdraw any or all of such Registrable Securities from such offering by written notice to the Company to that effect (whereupon such withdrawn Registrable Securities will no longer be considered to have been requested to be
included in such offering), and no such withdrawal will adversely affect the rights of any holder of Registrable Securities requested to be included in such offering. Upon receipt of notice from the Company pursuant to Section 4(f), 4(l),
4(p)(iii) or 4(p)(iv), each holder of Registrable Securities agrees to immediately cease offering or selling any Registrable Securities pursuant to the applicable registration. Upon sale of all Registrable Securities included by the holder thereof
in any registration undertaken pursuant to this Agreement, such holder agrees to furnish the Company with prompt written notice of such fact. Each holder of Registrable Securities included in a registration undertaken pursuant to this Agreement
agrees to use, and to cause any attorney, accountant, Inspector or other agent retained by such holder to use, any information regarding the Company obtained pursuant to this Agreement solely for the purposes contemplated by this Agreement.

 5. Registration Expenses. 
 (a) All expenses incidental to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be borne by the Company, and the Company will pay its internal expenses (including all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability 







 insurance and the expenses and fees for listing the securities to be registered on each securities exchange
on which similar securities issued by the Company are then listed. 
 (b) In connection with each Demand Registration and each
Piggyback Registration, the Company will reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one law firm chosen by the holders of a majority of the Registrable Securities
requested to be included in such registration. 
 6. Indemnification. 
 (a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, such holder’s officers and
directors, and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment of such registration statement or supplement to such registration statement or any omission or alleged omission of a material fact required to be stated in such
registration statement or necessary to make the statements in such registration statement not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use
in such registration statement or by such holder’s failure to deliver to the purchaser a copy of the registration statement or prospectus or any amendments or supplements to such registration statement, in each case to the extent that such
document was required to be delivered and the damages, liabilities or expenses are caused by a failure to deliver such document. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors
and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. 
 (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will
furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its
directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained
in the registration statement, prospectus or preliminary prospectus or any amendment of such registration statement or supplement to such registration statement or any omission or alleged omission of a material fact required to be stated in such
registration statement or necessary to make the statements in such registration statement not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such
holder or on such holder’s behalf, in such holder’s capacity as a holder of Registrable Securities and not in such holder’s capacity as a director or officer of the Company, if applicable, expressly for use therein; provided
that the obligation to indemnify will be individual, not joint and several, for each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to the registration statement
upon which the claim for indemnification is based. 







 (c) Any Person entitled to indemnification hereunder will (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person’s right to indemnification hereunder to the extent such failure has
not materially prejudiced the ability of the indemnifying party to defend against such claim) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated
to pay the fees and expenses of more than one law firm for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim. 
 (d) The indemnification provided for
under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of
securities and the termination of this Agreement. No indemnifying party, in the defense of any such claim or litigation, will, except with the consent of any indemnified party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term of such settlement a requirement that the claimant or plaintiff give to such indemnified party a release from all liability in respect to such claim or litigation. 
 (e) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities referred to in this Agreement, each indemnifying party, in lieu of indemnifying such indemnified party thereunder, will, to the extent permitted by applicable law,
contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability 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 omissions or violations (or alleged omissions or violations) which resulted in such loss, claim, damage or liability. The relative fault of the indemnifying party and of the indemnified party
will be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the 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; provided, however, that in no event will any contribution by a holder hereunder
exceed the net proceeds from the offering received by such holder less any amounts paid pursuant to Section 6(b). The Company and each holder of Registrable Securities agrees that it would not be just and equitable if contribution pursuant to
this Section 6(e) were determined by any method of allocation which does not take into account the equitable considerations referred to in this Section 6(e). No Person guilty of fraudulent misrepresentation (within the meaning of
subsection 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 







 7. Participation in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such
arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents that are standard and customary and are required under the terms of such underwriting arrangements, and
(c) completes and executes any other documents reasonably required. 
 8. Rule 144; Rule 144A. 
 (a) If the Company shall have filed a registration statement pursuant to Section 12 of the Securities Exchange Act or a registration
statement pursuant to the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Securities Exchange Act with respect to Common Stock and the rules and regulations adopted by the Securities and
Exchange Commission thereunder and will use its commercially reasonable efforts to take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or (b) any similar rule or regulation hereafter adopted by the Securities and Exchange Commission. Upon
the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 
 (b) The Company represents and warrants that the Registrable Securities are not, and are not of the same class as any other securities, listed on a national securities exchange registered under
Section 6 of the Securities Exchange Act or quoted in an automated inter-dealer quotation system. For so long as the representations and warranties contained in the immediately preceding sentence remain accurate and any shares of Registrable
Securities are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, the Company covenants and agrees that it will, during any period in which it is not subject to Section 13 or 15(d) of the Securities Exchange
Act, make available to any holder of Registrable Securities in connection with the sale of such holder’s Registrable Securities and any prospective purchaser of Registrable Securities from such, in each case upon request, the information
specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. 
 9. Definitions. 

“415 Registration” will have the meaning set forth in Section 1(a). 
 “ABRY” means ABRY Partners V, L.P., a Delaware limited partnership, ABRY Partners VI, L.P., a Delaware limited partnership,
ABRY Partners V Affiliated Investors, L.P., a Delaware limited partnership, ABRY Investment Partnership, L.P., a Delaware limited partnership, or any Person controlling, controlled by or under common control with either of them. 
 “ARCC” means Ares Capital Corporation, a Maryland corporation. 







 “ASE” means ABRY Senior Equity II, L.P., a Delaware limited partnership,
together with ABRY Senior Equity II-A, L.P., a Delaware limited partnership. 
 “Agreement” will have the
meaning set forth in the first paragraph of this Agreement. 
 “Common Stock” means the Common Stock of the
Successor Corporation formed pursuant to Section 7 of the Members Agreement. 
 “Company” will have the
meaning set forth in the first paragraph of this Agreement, which meaning will include any Successor Corporation. 
 “Company Registrable Securities” will have the meaning set forth in Section 4(c). 
 “Demand Registrations” will have the meaning set forth in Section 1(a). 
 “Equity
Securities” of any Person means (i) any capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities in or of such Person (whether voting or non-voting, whether preferred,
common or otherwise, and including any stock appreciation, contingent interest or similar right) and (ii) any option, warrant, security or other right (including debt securities) directly or indirectly convertible into or exercisable or
exchangeable for, or otherwise to acquire directly or indirectly, any stock, interest, participation or security described in clause (i) above. 
 “Initial Public Offering” means the sale of shares of Common Stock in an underwritten initial public offering registered under the Securities Act (other than on Form S-8 or Form S-4 or
any comparable forms) that has been filed under the Securities Act and declared effective by the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act, other than a sale of Common Stock
issued together with preferred stock or indebtedness of the Company or any of its Subsidiaries. 
 “Inspector”
will have the meaning set forth in Section 4(t). 
 “Long-Form Registrations” will have the meaning set
forth in Section 1(a). 
 “Member” will have the meaning set forth in the Members Agreement. 

“Members Agreement” means the Amended and Restated Members Agreement, dated as of the date of this Agreement, by and
among the Company and its Members, as in effect from time to time. 
 “Mezzanine Holders” means ARCC and ASE.

 “Mezzanine Registrable Securities” means irrespective of which Person actually holds such securities,
(i) any shares of Common Stock acquired by the Mezzanine Holders on or after the date of this Agreement, and (ii) any shares of Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of a
distribution, stock dividend, stock split, conversion or in connection with a combination of shares, recapitalization, merger, 







 consolidation or other reorganization. As to any particular Mezzanine Registrable Securities, such
securities will cease to be Mezzanine Registrable Securities (x) when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in
compliance with Rule 144 (or any similar rule then in force), or (y) on the date when the holder of such Mezzanine Registrable Securities is able to sell all such securities in any three-month period without registration pursuant to Rule 144;
provided that any security that ceases to be a Registrable Security by operation of this clause (y) will again be deemed to be a Registrable Security if a subsequent decrease in trading volume results in the holder thereof not being able
to sell such securities during such period without registration pursuant to Rule 144. For purposes of this Agreement, a Person will be deemed to be a holder of Mezzanine Registrable Securities whenever such Person has the right to acquire such
Mezzanine Registrable Securities (upon conversion or exercise or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. 
 “Other Registrable Securities” means, irrespective of which Person actually holds such securities, (i) any shares of
Common Stock held or acquired on or after the date hereof by a Stockholder that is not a holder of Series A Registrable Securities or Mezzanine Registrable Securities, and (ii) any shares of Common Stock issued or issuable with respect to the
securities referred to in clauses (i) above by way of a distribution, stock dividend, stock split, conversion or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular
Other Registrable Securities, such securities will cease to be Other Registrable Securities (x) when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), as in effect from time to time, or (y) on the date when the holder of such Other Registrable Securities is able to sell all such
securities in any three-month period without registration pursuant to Rule 144 (or when such holder would otherwise be able to sell all such securities as of such date without registration pursuant to Rule 144 but for such holder being or having the
right to designate a director of the Company or being part of a “group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act) with a Person who is such a director or who has such a right); provided that any
security that ceases to be a Registrable Security by operation of this clause (y) will again be deemed to be a Registrable Security if a subsequent decrease in trading volume results in the holder thereof not being able to sell such securities
during such period without registration pursuant to Rule 144,. For purposes of this Agreement, a Person will be deemed to be a holder of Other Registrable Securities whenever such Person has the right to acquire such Other Registrable Securities
(upon conversion or exercise or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. 
 “Person” means an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an
unincorporated organization or a government or any department or agency thereof. 
 “Piggyback Registration”
will have the meaning set forth in Section 2(a). 
 “Records” will have the meaning set forth in
Section 4(t). 







 “Registrable Securities” means, collectively, the Series A Registrable
Securities, the Mezzanine Registrable Securities and the Other Registrable Securities. 
 “Registration
Expenses” will have the meaning set forth in Section 5(a). 
 “Rule 144” means Rule 144
promulgated under the Securities Act, as in effect from time to time. 
 “Securities Act” means the Securities
Act of 1933, as amended and in effect from time to time. 
 “Securities Exchange Act” means the Securities
Exchange Act of 1934, as amended and in effect from time to time. 
 “Senior Preferred Shares” has the meaning
set forth in the Members Agreement. 
 “Series A Investor” has the meaning set forth in the Members Agreement.

 “Series A Registrable Securities” means irrespective of which Person actually holds such securities,
(i) any shares of Common Stock acquired by ABRY, the New Mezzanine Investors, or any other Series A Investor on or at any time after December 29, 2006, including on the date hereof, pursuant to either the Initial Investor Securities
Purchase Agreement or the New Investor Securities Purchase Agreement (or a joinder thereto) (as each is defined in the Members Agreement) or otherwise, and (ii) any shares of Common Stock issued or issuable with respect to the securities
referred to in clause (i) above by way of a distribution, stock dividend, stock split, conversion or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Series A
Registrable Securities, such securities will cease to be Series A Registrable Securities (x) when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 (or any similar rule then in force) or (y) on the date when the holder of such Series A Registrable Securities is able to sell all such securities in any three-month period without registration
pursuant to Rule 144 (or when such holder would otherwise be able to sell all such securities as of such date without registration pursuant to Rule 144 but for such holder being or having the right to designate a director of the Company or being
part of a “group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act) with a Person who is such a director or who has such a right); provided that any security that ceases to be a Registrable Security by
operation of this clause (y) will again be deemed to be a Registrable Security if a subsequent decrease in trading volume results in the holder thereof not being able to sell such securities during such period without registration pursuant to
Rule 144,. For purposes of this Agreement, a Person will be deemed to be a holder of Series A Registrable Securities whenever such Person has the right to acquire such Series A Registrable Securities (upon conversion or exercise or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. 
 “Short-Form Registrations” will have the meaning set forth in Section 1(a). 
 “Stockholders” will have the meaning set forth in the first paragraph of this Agreement. 







 “Subsidiaries” means, with respect to any Person: 
 (a) any corporation a majority of the total voting power of shares of stock of which is entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or

 (b) any partnership, limited liability company, association or other business entity a majority of the partnership or other
similar ownership interest of which is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. 
 For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company,
association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other business entity or is or controls the managing director, managing member or
general partner of such partnership, limited liability company, association or other business entity. 
 “Successor
Corporation” will have the meaning set forth in Section 7 of the Members Agreement. 
 “Takedown”
will have the meaning set forth in Section 1(d)(ii). 
 10. Miscellaneous. 
 (a) No Inconsistent Agreements. The Company will not after the execution of this Agreement enter into any agreement with respect to
its Equity Securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. 
 (b) Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to its Equity Securities which would materially and adversely
affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable
Securities in any such registration (including effecting a stock split or a combination of shares). 
 (c) Remedies. Any
Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The
parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement. 







 (d) Amendments and Waivers. Except as otherwise provided in this Agreement, the
provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and holders of a majority of the Registrable Securities; provided that no such amendment or waiver will materially and adversely affect
the rights hereunder of any of the parties hereto when compared with its effect on the other similarly-situated parties to this Agreement without the prior written approval of such materially and adversely affected party. 
 (e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties to this Agreement
will bind and inure to the benefit of the respective successors and assigns of the parties to this Agreement whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are
for the benefit of purchasers or holders of Registrable Securities (including as holders of Series A Registrable Securities or Mezzanine Registrable Securities, as applicable) are also for the benefit of, and enforceable by, any subsequent holder of
such Registrable Securities. 
 (f) Severability. Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement. 
 (g) Counterparts. This Agreement may be executed in
two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. 
 (h) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns,
pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms of such
agreement, document or instrument, and if applicable, of this Agreement. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,”
“either” or “any” will not be exclusive. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The
parties agree that prior drafts of this Agreement will be deemed not to provide any evidence as to the meaning of any provision of this Agreement or the intent of the parties hereto with respect to this Agreement. 
 (i) GOVERNING LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND 







 ENFORCEMENT OF THIS AGREEMENT AND ANY EXHIBITS AND SCHEDULES TO THIS AGREEMENT WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. 
 (j) Notices. All communications or notices required or
permitted by this Agreement will be in writing and will be deemed to have been given (a) on the date of personal delivery to the recipient or an officer of the recipient, or (b) when sent by facsimile machine to the number shown below on
the date of such confirmed facsimile transmission (provided that a confirming copy is sent via overnight mail), or (c) on the Business Day following the date when properly deposited for delivery by a nationally recognized commercial overnight
delivery service, prepaid, or by deposit in the United States mail, certified or registered mail, postage prepaid, return receipt requested on the date set forth in the records of such delivery service or on the third day after so deposited in the
United States mail, in each case, addressed as follows: 
 If to the Company, to: 
 CT Technologies Holdings, LLC 
 875 North Michigan Avenue 
 Suite 3640 
 Chicago, Illinois 60611 
 Facsimile: (312) 255-0060 
 Attention: Patrick J. Haynes, III 
 with copies (which will not constitute notice to the Company), to: 
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 E. 53rd Street 
 New York, NY 10022 
 Attention: Armand A. Della Monica 
 Facsimile: (212) 446-4900 
 if to ABRY, to: 
 c/o ABRY Partners, LLC 
 111 Huntington Avenue, 30th Floor 
 Boston, MA 02199 
 Attention: Jay Grossman, Erik Brooks, Hilary Grove 

Facsimile: (617) 859-7205 
 with a copy (which will not constitute notice to ABRY), to: 
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 E. 53rd Street 







 New York, NY 10022 
 Attention:      Armand A. Della Monica 
 Facsimile:     (212) 446-4900 
 if to any other
Stockholder: 
 to the address specified for 
 such Stockholder in the books 
 and records of the Company 
 or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

 (k) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY
OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF
ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY. 
 (l) Transfer. Prior to transferring any shares of Common Stock (other than a transfer pursuant
to which such shares of Common Stock cease to be Registrable Securities) to any Person, the Person transferring such shares will cause the prospective transferee to execute and deliver to the Company (for itself and as the agent of the other
Stockholders), a counterpart to this Agreement pursuant to which the prospective transferee agrees to be bound by this Agreement to the same extent as the Person transferring such shares of Common Stock with respect to the shares of Common Stock so
transferred. 
 (m) Entire Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement and the
other agreements referred to in this Agreement embodies the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way (including the Existing Agreement). This Agreement shall be deemed effective on the date hereof upon
the execution hereof. 
 *          *          *          *         
   * 







 SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT 
 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Registration Rights Agreement as of the date first written above.

  

			
	CT TECHNOLOGIES HOLDINGS, LLC
		
	By:	 	/s/    Michael J. Labedz
	 Name:
	 	 Michael J. Labedz

	 Title:
	 	 Vice President and Secretary



 [Signature Page to the Registration Rights Agreement] 







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

			
	ABRY SENIOR EQUITY II, L.P.
		
	 By:
	 	ABRY Senior Equity Investors II, L.P.,
    Its General Partner
		
	 By:
	 	ABRY Senior Equity Holdings II, LLC,
    Its Sole General Partner



			
		
	 By:
	 	/s/    Jay Grossman
	 Name:
	 	Jay Grossman
	Title:	 	


  

			
	 ABRY SENIOR EQUITY II-A, L.P.

		
	 By:
	 	ABRY Senior Equity Investors II, L.P.,
    Its General Partner
		
	 By:
	 	ABRY Senior Equity Holdings II, LLC,
    Its Sole General Partner



			
		
	 By:
	 	/s/    Jay Grossman
	 Name:
	 	Jay Grossman
	Title:	 	


  

			
	ABRY SENIOR EQUITY CO-INVESTMENT
FUND, L.P.
		
	 By:
	 	 ABRY Senior Equity Co-Investment GP, LLC
     Its General Partner




			
		
	 By:
	 	/s/    Jay Grossman
	 Name:
	 	Jay Grossman
	Title:	 	


 [Signature Page to the Registration Rights Agreement] 







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

			
	ABRY PARTNERS V, L.P.
		
	 By:
	 	ABRY V Capital Partners, L.P.,
Its General Partner
		
	 By:
	 	ABRY V Capital Investors, LLC,
Its General Partner



			
		
	 By:
	 	/s/    Jay Grossman
	 Name:
	 	Jay Grossman
	Title:	 	


  

			
	ABRY PARTNERS V AFFILIATED
INVESTORS, L.P.
		
	 By:
	 	ABRY V Capital Partners, L.P.,
Its General Partner
		
	 By:
	 	ABRY V Capital Investors, LLC,
Its General Partner



			
		
	 By:
	 	/s/    Jay Grossman
	 Name:
	 	Jay Grossman
	Title:	 	


  

			
	ABRY INVESTMENT PARTNERSHIP, L.P.
		
	 By:
	 	ABRY Investment GP, LLC,
Its General Partner
		
	 By:
	 	/s/    Jay Grossman
	 Name:
	 	Jay Grossman
	Title:	 	


 [Signature Page to the Registration Rights Agreement] 







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

			
	 ABRY PARTNERS VI, L.P.

		
	 By:
	 	ABRY VI CAPITAL PARTNERS, L.P.,
		 	    Its General Partner
		
	 By:
	 	ABRY VI Capital Investors, LLC,
		 	    Its General Partner


  

			
	 By:
	 	 /s/    Jay Grossman

	 Name:
	 	Jay Grossman
	 Title:
	 	


 [Signature Page to the Registration Rights Agreement] 







 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration
Rights Agreement on the day and year first above written. 
  

			
	 ARES CAPITAL CORPORATION,
 a Maryland corporation

		
	 By:
	 	 /s/    Joshua M. Bloomstein

	 Name:
	 	JOSHUA M. BLOOMSTEIN
	 Title:
	 	AUTHORIZED SIGNATORY









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration
Rights Agreement on the day and year first above written. 
  

			
	PENNANTPARK INVESTMENT
CORPORATION
		
	 By:
	 	 /s/    Arthur Penn

	 Name:
	 	 Arthur Penn

	 Title:
	 	 CEO










 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration
Rights Agreement on the day and year first above written. 
  

			
	NEW YORK LIFE INVESTMENT
MANAGEMENT MEZZANINE PARTNERS II,
LP
		
	By:	 	 NYLIM Mezzanine Partners II GenPar, LP,
     Its General Partner

		 
		
	By:	 	 NYLIM Mezzanine Partners II GenPar GP, LLC,
     Its General Partner

		 


  

			
	By:	 	 /s/    Susan Ruskin

	Name:	 	SUSAN RUSKIN
	Title:	 	VICE PRESIDENT


  

			
	NYLIM MEZZANINE PARTNERS II
PARALLEL FUND, LP
		
	By:	 	NYLIM Mezzanine Partners II GenPar, LP,
		 	    Its General Partner
		
	By:	 	NYLIM Mezzanine Partners II GenPar GP, LLC,
		 	    Its General Partner


  

			
	 By:
	 	 /s/    Susan Ruskin

	Name:	 	SUSAN RUSKIN
	Title:	 	VICE PRESIDENT









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration
Rights Agreement on the day and year first above written. 
  
  

			
	 DLJ INVESTMENT PARTNERS III, L.P.

		
	 By:
	 	DLJ Investment Associates III, L.P.,
		 	    Its General Partner
		
	By:	 	DLJ Investment Partners, Inc.,
		 	    Its General Partner


  

			
	 By:
	 	 /s/    Doug Lodden

	 Name:
	 	Doug Lodden
	 Title:
	 	Principal


  

			
	DLJ INVESTMENT PARTNERS, L.P.
		
	By:	 	DLJ Investment Associates III, L.P.,
		 	    Its General Partner
		
	By:	 	DLJ Investment Partners, Inc.,
		 	    Its General Partner


  

			
	By:	 	 /s/    Doug Lodden

	Name:	 	 Doug Lodden

	Title:	 	Principal


  

			
	IP III PLAN INVESTORS, L.P.
		
	By:	 	DLJ LBO Plans Management Corporation,
		 	    Its Managing General Partner


  

			
	 By:
	 	 /s/    Edward Nodel

	Name:	 	 Edward Nodel

	Title:	 	Vice President









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

			
	WAVELAND, LLC
		
	 By:
	 	 /s/    Patrick J. Haynes, III

	 Name:
	 	Patrick J. Haynes, III
	 Title:
	 	Sole Manager


 [Signature Page to the Registration Rights Agreement] 







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

			
		 	 /s/    Michael J. Labedz

		 	 Michael J. Labedz



 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    James Twellman

	James Twellman
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Gerald L. Hansberger

	Gerald L. Hansberger


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Brian Grazzini

	Brian Grazzini
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Steve Roberts

	Steve Roberts
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Matthew J. Rohs

	Matthew J. Rohs


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Larry Armold

	Larry Armold
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Torrey Barnhouse

	Torrey Barnhouse
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Kerry de Vallette

	Kerry de Vallette
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Lisa Fleming

	Lisa Fleming


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Gene Guertin

	Gene Guertin
	


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Daniel H. Linker III

	Daniel H. Linker III


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Joan Moreau

	Joan Moreau


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Cheryl R. Schmidt

	Cheryl R. Schmidt


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Susan Schneider

	Susan Schneider


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Keith W. Thomas

	Keith W. Thomas


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Amber Doster

	Amber Doster


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    David Hamilton

	David Hamilton


 [Signature Page to the Registration Rights Agreement] 







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

	
	 /s/    Cindy L. Kellogg

	Cindy L. Kellogg


 [Signature Page to the Registration Rights Agreement] 







 Exhibit A 
 JOINDER TO THE  
 REGISTRATION RIGHTS
AGREEMENT 
 THIS JOINDER (this “Joinder”) is made and entered into as of
[                    ], by and between CT Technologies Holdings, LLC, a Delaware limited liability company (the “Company”), and
[                    ] (“Holder”). This Joinder joins Holder to the Amended and Restated Registration Rights Agreement (the
“Agreement”), dated as of September 22, 2008, by and among the Company and each of the Stockholders (as defined in the Agreement). Capitalized terms used in this Joinder but not otherwise defined will have the meanings set
forth in the Agreement. 
 WHEREAS, (i) Holder has acquired certain shares of Common Stock (or Equity Securities
convertible, directly or indirectly, into shares of Common Stock), (ii) the Company desires to grant to Holder certain registration rights in accordance with the terms of the Agreement and each of the Stockholders consents to the granting of
such registration rights, and (iii) it is a condition to the transfer or issuance to the Holder that Holder agrees to be bound by the terms of the Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants contained in this Joinder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to
this Joinder hereby agree as follows: 
 1. Agreement to be Bound. Holder agrees that upon execution
of this Joinder, Holder will become a party to the Agreement and will be fully bound by, and subject to all of the covenants, terms and conditions of the Agreement as though an original party to the Agreement and the shares of Common Stock held by
Holder will be deemed [Series A] [Other]1 Registrable
Securities for all purposes of the Agreement, subject to the terms and conditions contained in the Agreement. The Company and each of the Stockholders agree that upon execution of this Agreement, the Common Stock held by Holder will be deemed
[Series A] [Other]2 Registrable Securities for all
purposes of the Agreement, subject to the terms and conditions of the Agreement. 
 2. Successors and Assigns. Except as
otherwise provided in this Joinder, this Joinder will bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and Holder and any subsequent holders of the shares of Common Stock initially held by Holder and
the respective successors and assigns of each of them, so long as they hold such shares. 
 3. Counterparts. This Joinder
may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement. 
 4. Governing Law. All questions concerning the construction, validity and interpretation of this Joinder will be governed by and construed in accordance with the domestic laws of the State of
Delaware, without giving effect to any choice of law or conflict of law 
  

	1	 As applicable. 



	2	 As applicable. 









 provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware. 
 5. Descriptive Headings. The descriptive
headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder. 
 *        *        *        *        * 







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

			
	 CT TECHNOLOGIES HOLDINGS, LLC

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	









 Holder Signature Page: 
  

			
	Name:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Address:
	
	Facsimile: