exv4w1



 







Exhibit 4.1




NACG HOLDINGS INC.




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (“Agreement”) is made and entered into by and among NACG
Holdings Inc., a Canadian federal corporation (“Company”), and the other signatories hereto who
have committed, subject to certain conditions, to become holders of Qualified Registrable
Securities (as defined herein) on the Effective Date whose names appear on the signature pages of
this Agreement:



     1. Certain Definitions. As used in this Agreement:



          1.1 The term “Affiliate” shall mean any person or entity directly or indirectly controlling,
controlled by, or under common control with the Company. As used in this definition, the term
“control,” including the correlative terms “controlling,” “controlled by,” and “under common
control with,” shall mean possession, directly or indirectly, of a majority of the outstanding
voting securities of such person or entity.



          1.2 The term “Commission” shall mean the Securities and Exchange Commission and any successor
agency.



          1.3 The term “Common Equity Securities” shall mean Common Shares, any option, warrant or right
to subscribe for, acquire or purchase Common Shares (whether or not currently exercisable), and any
security convertible into or exchangeable for Common Shares (whether or not currently convertible
or exchangeable).



          1.4 The term “Common Shares” shall mean any shares in the share capital of any class of the
Company that has no preference in respect of dividends or amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company and is not subject
to redemption by the Company.



          1.5 The term “Effective Date” shall mean the date of the closing of the transactions
(collectively, the “Acquisition”) contemplated in the Purchase Agreement dated as of October 29,
2003 by and among Norama Ltd., North American Equipment Ltd., Martin Gouin, Roger Gouin, NACG
Preferred Corp. and NACG Acquisition Inc. (the “Purchase Agreement”)



          1.6 The term “Holder” shall mean (1) any party who is a signatory to this Agreement and, at
the time of determination of whether such party is a “Holder,” holds Qualified Registrable
Securities of record, and (2) any party who hereafter acquires Qualified Registrable Securities
and, at the time of determination of whether such party is a “Holder,” holds Qualified Registrable
Securities of record and who is permitted to become, and has at such time become, a party to this
Agreement under Section 11.1 of this Agreement; provided, however, that for purposes of Section 9,
the term “Holder” shall include any party that is a signatory to this Agreement or who becomes a
signatory to this Agreement and holds, at the time of determination of whether such party is a
“Holder,” Common Equity Securities of record.



 









 





          1.7 The term “Initial Public Offering” shall mean an underwritten public offering of Common
Shares pursuant to a registration statement filed under the Securities Act after the Effective
Date; provided, however, that the term “Initial Public Offering” shall not include any registration
statement (1) relating to any capital stock of the Company or options, warrants or other rights to
acquire any such capital stock issued or to be issued primarily to directors, officers or employees
of the Company, (2) relating to any employee benefit plan or interests therein, (3) filed pursuant
to Rule 145 under the Securities Act or any successor or similar provision, (4) relating solely to
any preferred stock or debt securities of the Company, or (5) first filed prior to the Effective
Date.



          1.8 The term “Permitted Transferee” shall mean any person or entity to which Qualified
Registrable Securities may be transferred pursuant to Section 3.1, Section 6 (other than Sections
6.2, 6.10 or 6.11), or Section 9 of the Shareholders Agreement.



          1.9 The term “Qualified Registrable Securities” shall mean any Common Equity Securities of the
Company. Any Holder of Qualified Registrable Securities will be deemed to be the Holder of any
Common Shares issuable upon the exercise, conversion or exchange of such Qualified Registrable
Securities, whether or not such exercise, conversion or exchange is then permitted by the terms of
such Common Equity Securities or by applicable statutes, regulations or agreements. Any Qualified
Registrable Securities shall cease to be Qualified Registrable Securities whenever (1) a
registration statement with respect to such securities becomes effective under the Securities Act
and such securities have been disposed of in accordance with such registration statement; (2) such
securities have ceased to be outstanding; (3) such securities have been sold pursuant to Rule 144
or Rule 144A under the Securities Act or any successor or similar provisions; or (4) at the time of
determination of whether such securities are Qualified Registrable Securities, such securities may
be sold by the Holder thereof without registration under the Securities Act and free of contractual
restrictions with the Company, including the provisions of Section 9.



          1.10 The term “Qualified Registration” shall mean a registration statement of the Company
under the Securities Act on a form that permits the sale of Qualified Registrable Securities in the
United States (other than a registration statement (1) on Form S-4 or S-8, or similar forms
available to foreign private issuers, or any successor or similar forms, respectively, (2) in
connection with the Initial Public Offering (unless the Company, in its sole discretion, consents
to the secondary sale of shares in the Initial Public Offering), or before (but not in connection
with) the Initial Public Offering, (3) pursuant to Section 3 in connection with a Demand
Registration (as defined therein), (4) relating to any capital stock of the Company or options,
warrants or other rights to acquire any such capital stock issued or to be issued primarily to
directors, officers or employees of the Company, (5) filed pursuant to Rule 145 under the
Securities Act or any successor or similar provision, (6) relating to any employee benefit plan or
interests therein, (7) relating to preferred stock or debt securities of the Company, or (8) first
filed prior to the Effective Date).



          1.11 The term “Required Voting Percentage” shall mean, at any particular time, 75% of the
Shares Subject to this Agreement determined as at such time. For so long as the Voting and
Corporate Governance Agreement is in effect, the Voting Representative (as defined therein) for
each Designated Holder Group (as defined therein) shall be exclusively authorized to



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act on behalf of and directed by each Holder included in such Designated Holder Group with
respect to any matter requiring the consent, vote or approval of the Required Voting Percentage.



          1.12 The term “Requisite Amount” shall mean (1) for the purposes of Section 3, an amount of
Qualified Registrable Securities proposed to be registered under Section 3 pursuant to a Demand
Registration (as defined herein) which are expected to have an aggregate offering price of at least
US$20,000,000, as determined in good faith by the Company in consultation with the Holders making a
Demand Request (as defined herein); and (2) for the purposes of Section 8, the aggregate amount of
Qualified Registrable Securities and other securities of the Company which, in the good faith
opinion of the Company, are expected to have an aggregate offering price of at least US$20,000,000.



          1.13 The term “Securities Act” shall mean the Securities Act of 1933, as amended.



          1.14 The term “Shareholders Agreement” shall mean that certain Shareholders Agreement dated as
of the Effective Date among the Company and the Holders and the other parties thereto, as amended
from time to time in accordance with such agreement.



          1.15 The term “Shares Subject to this Agreement” shall mean the aggregate of all Qualified
Registrable Securities on a fully-diluted basis held by the Holders.



          1.16 The term “Voting and Corporate Governance Agreement” shall mean that certain Voting and
Corporate Governance Agreement among the Company and the Holders named therein effective as of the
Effective Date, as amended from time to time in accordance with such agreement.



     2. Piggyback Registrations.



          2.1 Right to Piggyback Registration. After the Initial Public Offering (or in the
Initial Public Offering, if the Company, in its sole discretion, permits the secondary sale of
shares of Qualified Registrable Securities in the Initial Public Offering), whenever the Company
proposes to register any of its Common Equity Securities in a Qualified Registration other than a
Demand Registration under Section 3, whether or not for sale for its own account, the Company shall
give prompt written notice (the “Piggyback Notice”) to the Holders of Qualified Registrable
Securities of its intention to effect such Qualified Registration. Upon written request of any
Holder of Qualified Registrable Securities made within 20 days after delivery of any Piggyback
Notice (which request shall specify the Qualified Registrable Securities requested to be included
in such Qualified Registration by such Holder), the Company shall, subject to Sections 2.2 and 2.3,
use its reasonable efforts to include in such Qualified Registration all Qualified Registrable
Securities that the Holders have so requested be included in such Qualified Registration, to permit
the disposition by such Holders of such Qualified Registrable Securities; provided, however, that
(1) if, at any time after giving the Piggyback Notice and before the effective date of the
registration statement filed in connection with such Qualified Registration, the Company determines
for any reason not to register such Common Equity Securities (other than the Qualified Registrable
Securities requested to be included therein pursuant to this Section 2), the Company, at its
election, may give written notice of such determination to all Holders of



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Qualified Registrable Securities requesting the inclusion of their Qualified Registrable
Securities therein and, thereupon, shall be relieved of its obligation to register any Qualified
Registrable Securities in connection with such registration (without prejudice, however, to the
rights of the Holders under Section 3 or the future rights of the Holders under this Section 2);
(2) if, at any time after giving the Piggyback Notice and before the effective date of the
registration statement filed in connection with such Qualified Registration, the Company determines
for any reason to delay such registration of the Common Equity Securities (other than the Qualified
Registrable Securities requested to be included therein pursuant to this Section 2), the Company
shall be permitted to delay the registration of such Qualified Registrable Securities for the same
period as the delay in registering such other Common Equity Securities; and (3) the Company shall
not be required to effect any registration pursuant to this Section 2.1 unless it shall have
received reasonable assurances that the Holders of any Qualified Registrable Securities included
therein will pay any expenses required to be paid by them as provided in Section 5. As used
herein, the term “Piggyback Registration” shall mean any registration of Qualified Registrable
Securities requested pursuant to this Section 2.1.



          2.2 Priority on Piggyback Registrations. If a Piggyback Registration is an
underwritten offering and the managing underwriter thereof advises the Company in writing that, in
its opinion, the number of shares of Qualified Registrable Securities requested or proposed to be
included in such offering exceeds the number that can be sold in such offering without materially
affecting the offering price of any such securities, the Company shall include in such registration
(1) first, to the extent that such securities of the Company may be included in such registration
without materially affecting the offering price thereof, in the opinion of such managing
underwriter, if such registration is initiated by the Company proposing to register any of its
Common Equity Securities, such Common Equity Securities proposed to be sold by the Company, (2)
second, to the extent that such Qualified Registrable Securities may be included in such Qualified
Registration without materially affecting the offering price of the securities referred to in
clause (1), in the opinion of such managing underwriter, the Qualified Registrable Securities
requested by the Holders to be included in such Piggyback Registration pursuant to Section 2.1 pro
rata among such Holders on the basis of the total number of Qualified Registrable Securities, held
by each such Holder and eligible to be included therein, and (3) third, to the extent that such
securities may be included in such Qualified Registration without materially affecting the offering
price of the securities referred to in clauses (1) and (2), in the opinion of such managing
underwriter, any other securities of the Company held by persons other than the Holders having
rights to participate in such Piggyback Registration, in accordance with agreements with respect to
such registration rights between the Company and such persons.



          2.3 Selection of Underwriters. Except as otherwise provided in any registration
rights agreement with respect to any other securities of the Company, if any Piggyback Registration
is an underwritten offering, the Company shall have the sole right to select the managing
underwriter or underwriters thereof.



     3. Demand Registrations.



          3.1 Right to Demand Registration. After the Initial Public Offering, upon the written
request (“Demand Request”) of one or more Holders of Qualified Registrable Securities requesting
the Company to effect the registration of any Qualified Registrable Securities of such



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Holder(s) under the Securities Act (which request shall state the intended method of
disposition of such Qualified Registrable Securities by such Holder(s)), and such Qualified
Registrable Securities requested in the Demand Request to be included therein have, in the good
faith opinion of the Company, an aggregate fair market value of at least US$5,000,000, the Company
shall promptly give the written notice required under Section 3.2, and thereupon, subject to this
Section 3 and Section 4 and as expeditiously as reasonably practicable, shall file a registration
statement under the Securities Act relating to, and shall use its reasonable efforts to effect, the
registration (“Demand Registration”) under the Securities Act of (1) the Qualified Registrable
Securities that the Company has been so requested to register by the Holder(s), for disposition in
accordance with the intended method of disposition stated in the Demand Request, and (2) all other
Qualified Registrable Securities, the Holders of which have made a written request to the Company
for registration thereof as provided in Section 3.2, in each case to permit the disposition by such
Holders of such Qualified Registrable Securities.



          3.2 Obligations of Company after Demand Request. Upon the receipt of a Demand
Request, the Company promptly shall give written notice of the proposed Demand Registration and the
intended method of disposition stated in the Demand Request to all other Holders and all other
persons having registration rights under other agreements with respect to the Demand Registration
and, subject to the terms of this Section 3 and Section 4, shall include in such Demand
Registration all Qualified Registrable Securities of the Holders with respect to which the Company
has received written requests for inclusion therein (which requests, to be effective, shall contain
a consent to the intended method of disposition included in the Demand Request) within 20 days
after the delivery of such notice.



          3.3 Conditions to Company’s Obligations under Demand Registration. Notwithstanding
the foregoing, the Company shall not be required to file a registration statement for a Demand
Registration under any of the following circumstances:



               3.3.1 (a) within 90 days after the effective date of a registration statement filed in
connection with the Initial Public Offering (or up to 180 days if required by the underwriters),
(b) within 45 days of after the effective date of a registration statement filed in connection with
an underwritten public offering of securities of the Company (or up to 90 days if required by the
underwriters), or (c) within 45 days after the effective date of a registration statement filed in
connection with a prior Demand Registration (or up to 90 days if required by the underwriters);



               3.3.2 the Company promptly delivers written notice (“Delay Notice”) to the Holders making the
Demand Request that it:



                    (1) (a) had previously determined to file a registration statement for an underwritten public
offering of Common Equity Securities as to which the Company expects to receive net proceeds of at
least US$20,000,000 (after deducting all costs, discounts, commissions and other expenses of the
offering), or (b) has initiated bona fide discussions with underwriters in preparation for a public
offering of its securities as to which it expects to receive net proceeds of at least US$20,000,000
(after deducting all costs, discounts, commissions and other expenses of the offering) and in each
case its underwriters reasonably believe (as evidenced by a letter to the Company) that such public
offering would be materially



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adversely affected by the Demand Registration so requested; provided, however, that the
Company may postpone the filing of a registration statement in connection with a Demand
Registration under this clause (1) no longer than (a) 120 days after the effective date of the
registration statement to be filed by the Company as stated in the Delay Notice, if such
registration statement is filed within 45 days after the date of delivery of the Delay Notice and
becomes effective within 90 days after the date of delivery of the Delay Notice, (b) 90 days after
the date of delivery of the Delay Notice, if such registration statement is filed within 45 days
after the date of delivery of the Delay Notice but does not become effective within such 90-day
period, or (c) 45 days after the date of delivery of the Delay Notice, if such registration
statement is not filed within 45 days after the date of delivery of the Delay Notice; and provided
further, that the Company may exercise the rights in this clause (1) no more than once in any
24-month period and any of such periods in (a) and (b) above may be extended to up to 180 days
after the effective date of the registration statement to be filed by the Company as stated in the
Delay Notice if so required by the underwriters; or



                    (2) is in possession of material information that it reasonably deems advisable not to
disclose in a registration statement; provided, however, that the Company may postpone the filing
of a registration statement in connection with a Demand Registration under this clause (2) for so
long as such information continues to be material and non-public, but in no event longer than 90
days after the Demand Request or for more than an aggregate of 90 days during any 18-month period;



               3.3.3 the Company has effected four Demand Registrations pursuant to this Section 3, which
have been declared or ordered effective by the Commission;



               3.3.4 the Company determines, in good faith and after consultation with the Holders making the
Demand Request, that the Qualified Registrable Securities proposed to be registered in the Demand
Request are not expected to have an aggregate offering price of at least the Requisite Amount; or



               3.3.5 the Company promptly delivers written notice (“Prior Registration Notice”) to the
Holders making the Demand Request that it has filed and is using reasonable efforts to have
declared effective, or at the time of receipt of the Demand Request is required to file, or has
delivered a Piggyback Notice under Section 2.1 with respect to, a registration statement pursuant
to (1) demand registration rights granted to any person or entity (other than pursuant to this
Section 3) or (2) Section 2 (“Prior Registration Rights”); provided, however, that the Company may
postpone the filing of a registration statement pursuant to a Demand Request for a period of no
longer than (1) 120 days after the effective date of the registration statement filed pursuant to
the Prior Registration Rights, if such registration statement was filed before the date of delivery
of the Prior Registration Notice or within 45 days thereafter and, in either case, becomes
effective within 90 days after the date of delivery of the Prior Registration Notice; (2) 90 days
after the date of delivery of the Prior Registration Notice, if such registration statement was
filed before the date of delivery of the Prior Registration Notice or within 45 days thereafter
but, in either case, does not become effective within such 90-day period; or (3) 45 days after the
date of delivery of the Prior Registration Notice, if such registration statement was not filed
before the date of delivery of the Prior Registration Notice and is not filed within 45 days
thereafter; provided, however, that any of such periods in (1) and (2) above may be extended to



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up to 180 days after the effective date of the registration statement to be filed by the
Company as stated in the Delay Notice if so required by the underwriters.



          3.4 Priority on Demand Registrations. If the Demand Registration is an underwritten
offering and the managing underwriter thereof advises the Company in writing that, in its opinion,
the number of shares of Qualified Registrable Securities and other securities of the Company
requested to be included in such offering exceeds the number that can be sold in such offering
without materially affecting the offering price of any such securities, the Company shall include
in such registration (1) first, the Qualified Registrable Securities requested by the Holders to be
included in the Demand Registration pursuant to Sections 3.1 and 3.2, pro rata among such Holders
on the basis of the total number of Qualified Registrable Securities then held by such Holders
requesting to be included in such Demand Registration; and (2) second, to the extent that such
securities of the Company may be included in such Demand Registration without materially affecting
the offering price of the Qualified Registrable Securities in the opinion of such managing
underwriter, any other securities of the Company held by persons having rights to participate in
such Demand Registration that are non-preferential to the Holders and securities of the Company to
be issued or sold by the Company, in accordance with their agreements with respect thereto.



          3.5 Selection of Underwriters. If any Demand Registration is an underwritten
offering, the Holders making the Demand Request shall have the sole right to select, after
consultation with the Company, the managing underwriter or underwriters thereof, at least one of
which shall be of nationally recognized standing.



          3.6 Clean-Up Demand. If, after an aggregate of four Demand Registrations in
compliance with this Section 3 have become effective, any Holder shall not have sold all of its
Qualified Registrable Securities due to proration with other registration participants, then the
Holders, acting by the Required Voting Percentage, shall be entitled to one additional Demand
Request in which the Holders then holding Qualified Registrable Securities shall not be subject to
proration with any other holders of securities of the Company entitled to participate in such
registration; provided, however, that each such Holder shall be subject to proration on the basis
of the number of shares of Qualified Registrable Securities then held by such Holder requesting to
be included therein compared to the total number of shares of Qualified Registrable Securities then
held by all such Holders requesting to be included therein.



          3.7 Form. A Demand Registration shall be on such appropriate registration form of the
Commission for the disposition of the Qualified Registrable Securities in an underwritten public
offering as may be used and selected by the Company. Except as provided in Section 4.4, a Demand
Registration shall not be deemed to have been effected unless it has become effective; provided,
however, that if, after a Demand Registration has become effective, the offering of Qualified
Registrable Securities pursuant thereto is suspended, blocked by any stop order, injunction or
other order of the Commission or any other governmental agency or court, or withdrawn (except a
Demand Registration withdrawn under Section 4.4), such Demand Registration will be deemed not to
have been effected.



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     4. Registration Procedures. If and when the Company is required by this Agreement to
use its reasonable best efforts to effect the registration of any Qualified Registrable Securities:



          4.1 Company’s Actions. The Company shall, as soon as reasonably practicable:



               4.1.1 prepare and file with the Commission under the Securities Act a registration statement
with respect to such Qualified Registrable Securities which shall state that the Qualified
Registrable Securities are covered thereby, and use its reasonable best efforts to cause such
registration statement to become effective and to remain effective as provided herein; provided,
however, that the Company may discontinue any registration of Qualified Registrable Securities
being effected pursuant to Section 2 at any time before the effective date of the registration
statement relating thereto;



               4.1.2 prepare and file with the Commission such amendments and supplements, if any, to such
registration statement and the prospectus used in connection therewith as may be necessary to (1)
keep such registration statement effective until the earlier of (a) 180 days after the
effectiveness thereof or (b) the completion of the distribution under such registration statement,
and (2) comply with the provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set forth in such
registration statement;



               4.1.3 furnish to each seller of such Qualified Registrable Securities and each underwriter (if
any) such number of copies of such registration statement (including exhibits), each amendment and
supplement thereto, the prospectus included in such registration statement or filed with the
Commission (including each preliminary prospectus), and each amendment and supplement thereto as
such seller and underwriter may reasonably request to facilitate the disposition of the Qualified
Registrable Securities owned by such seller and covered by such registration statement;



               4.1.4 use its reasonable best efforts to (1) register or qualify such Qualified Registrable
Securities under the securities or “blue sky” laws of such jurisdictions as any seller of such
Qualified Registrable Securities or the managing underwriter (if any) may reasonably request; (2)
keep such registrations or qualifications in effect for so long as such registration statement is
in effect; and (3) take any and all other reasonable actions that may be necessary or appropriate
to enable each seller of Qualified Registrable Securities or other securities of the Company
covered by such registration statement and each underwriter (if any) to consummate the disposition
in such jurisdictions of the relevant Qualified Registrable Securities and other securities of the
Company; provided, however, that the Company shall not be required to (a) qualify generally to
transact business as a foreign corporation in any jurisdiction where it would not otherwise be
required to qualify but for the requirements of this Section 4.1; (b) subject itself to taxation in
any such jurisdiction; (c) consent to general service of process in any such jurisdiction; or (d)
register or qualify Qualified Registrable Securities or take any other action under the securities
or blue sky laws of any jurisdiction if, in the judgment of the Board of Directors of the Company,
the consequences of such registration, qualification or other action would be unduly burdensome to
the Company;



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               4.1.5 (1) at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, notify each seller of Qualified Registrable Securities covered by a registration
statement when it becomes aware of the occurrence of any event as a result of which the prospectus
(as then amended or supplemented) contains any untrue statement of a material fact or omits any
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and (2) at the request of any such seller, as promptly as practicable
thereafter, prepare in sufficient quantities and furnish to such seller and each underwriter (if
any) a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the offerees or purchasers of such Qualified Registrable Securities, such prospectus
will not contain any untrue statement of a material fact or omit to state any fact necessary to
make the statements therein, in the light of the circumstances then existing, not misleading;



               4.1.6 comply with all applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as reasonably practicable, an earning statement covering
the period of at least twelve consecutive months beginning with the first day of the Company’s
first calendar quarter after the effective date of the registration statement, which earning
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;



               4.1.7 use its reasonable best efforts to cause all such Qualified Registrable Securities
covered by such registration statement to be listed on any securities exchange, if any, on which
similar securities of the Company are then listed, if the listing of such Qualified Registrable
Securities is then permitted under the rules of such exchange;



               4.1.8 enter into customary agreements relating to the registration, including an underwriting
agreement in customary form;



               4.1.9 subject to the execution of confidentiality agreements, in form and substance
satisfactory to the Company, (1) make reasonably available for inspection by any seller of such
Qualified Registrable Securities, any underwriter (if any), the Representative Counsel (as defined
herein), and any legal counsel, accountant or other agent retained by any such underwriter or
Representative Counsel, all financial and other records, relevant corporate documents, and
properties of the Company, and (2) cause the Company’s directors, officers, employees, counsel and
independent public accountants to supply all information reasonably requested by, and to respond to
inquiries from, any such seller, underwriter, Representative Counsel, legal counsel, attorney,
accountant or agent in connection with such registration statement, in each instance to the extent
that such information is reasonably necessary to satisfy any of its obligations under applicable
law;



               4.1.10 use its reasonable best efforts to obtain an appropriate opinion from counsel for the
Company and a “cold comfort” letter from the Company’s independent public accountants, each in
customary form and covering such matters of the type customarily covered by opinions of counsel and
cold comfort letters in similar registrations; provided, however, that the failure to obtain such
opinion or letter, or the provision of any such opinion or letter in a form not satisfactory to any
seller whose Qualified Registrable Securities are covered by such registration statement,
notwithstanding the Company’s reasonable efforts, shall not give



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rise to any action, at law or in equity, for damages or injunctive or other relief, but rather
shall only entitle such seller to withdraw his Qualified Registrable Securities from such
registration statement pursuant to Section 4.4;



               4.1.11 provide (1) each Holder of such Qualified Registrable Securities, (2) each underwriter
(which, for purposes of this Agreement, shall include any person deemed to be an underwriter within
the meaning of Section 2(11) of the Securities Act), if any, of the securities being sold, (3)
counsel of such underwriters, and (4) the Representative Counsel the opportunity to participate in
the preparation of such registration statement, each amendment or supplement thereto, each
prospectus included therein or filed with the Commission, and each amendment or supplement thereto;



               4.1.12 promptly notify each selling Holder of Qualified Registrable Securities and each
managing underwriter (if any) and, upon request by any such person, confirm such advice in writing,
(1) when such registration statement, the prospectus or any prospectus supplement or post-effective
amendment has been filed, and, with respect to such registration statement or any post-effective
amendment thereto, when the same has become effective, (2) of the issuance by the Commission of any
stop order suspending the effectiveness of such registration statement or the initiation of any
proceeding for such purpose, or (3) of the receipt by the Company of any notification with respect
to the suspension of the registration or qualification of such Qualified Registrable Securities for
sale in any jurisdiction or the initiation of any proceeding for such purpose;



               4.1.13 use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post-effective amendment thereto; and



               4.1.14 notify each Holder of such Qualified Registrable Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to Sections 11.2 and 11.11,
respectively, and any amendment or waiver effected pursuant thereto, which notice shall contain the
text of the amendment or waiver proposed or effected.



          4.2 Certain Agreements by Holders. Each Holder of Qualified Registrable Securities
covered by a registration statement hereunder, (1) upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 4.1.5, shall forthwith discontinue such
Holder’s disposition of Qualified Registrable Securities pursuant to the registration statement
covering such Holder’s Qualified Registrable Securities until such Holder receives the copies of
the supplemented or amended prospectus contemplated by Section 4.1.5, and (2) if so directed by the
Company, shall deliver to the Company, at the Company’s expense, all copies (other than permanent
file copies) then in such Holder’s possession of the prospectus covering such Qualified Registrable
Securities that was in effect at the time of receipt of such notice. If the Company gives any such
notice, the period mentioned in Section 4.1.2 shall be extended by the number of days during the
period from and including the date of the giving of such notice to and including the date when each
Holder of any such Qualified Registrable Securities covered has received the copies of the
supplemented or amended prospectus contemplated by Section 4.1.5.



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          4.3 Representative Counsel. In connection with the preparation and review pursuant to
this Agreement of any registration statement, prospectus, or amendment or supplement thereto, the
sellers (including the participating Holders, but excluding the Company) of a majority of the
securities of the Company included in such registration shall choose legal counsel (“Representative
Counsel”) who shall participate in the registration process on behalf of all of such sellers,
coordinate requests by such sellers for information from the Company, and act as the liaison
between such sellers or their individual counsel, accountants and agents and the Company. The
Company shall establish reasonable procedures for the selection of the Representative Counsel.



          4.4 Withdrawal. If any Holder participating in a registration hereunder disapproves
of the terms of any offering, the sole remedy of such Holder shall be, in its discretion, to
withdraw such Holder’s Qualified Registrable Securities and other securities of the Company
therefrom by giving written notice to the Company and any managing underwriter (if any). The
Holder’s Qualified Registrable Securities and other securities of the Company so withdrawn from the
offering also shall be withdrawn from registration. If the Holders participating in such
registration withdraw all Qualified Registrable Securities from the offering, the Company may
withdraw the registration, and if such registration was commenced pursuant to a Demand Request,
such registration shall nevertheless be counted as a Demand Registration effected hereunder;
provided, however, that such registration shall not be so counted if (1) a majority of the Holders
participating therein withdraw all Qualified Registrable Securities from the offering solely as a
result of the circumstances described in Section 4.1.10, or (2) the Company or the managing
underwriter advises the participating Holders, or makes a public announcement, that there has been
a material adverse change in the condition, business or prospects of the Company.



          4.5 Information. Upon written request by the Company, each seller of Qualified
Registrable Securities or other securities of the Company pursuant to a registration hereunder
shall furnish the Company with information regarding such seller and the intended distribution of
such seller’s Qualified Registrable Securities or other securities of the Company included in such
registration for the purpose of preparing the registration statement, to the extent that such
information is required to comply with applicable legal requirements. If any such registration
statement refers to any Holder by name or otherwise as the Holder of any securities of the Company,
then such Holder shall have the right to require (1) the insertion therein of language, in form and
substance satisfactory to such Holder, to the effect that the holding by such Holder of such
securities is not to be construed as a recommendation by such Holder of the investment quality of
the securities covered thereby and that such holding does not imply that such Holder will assist in
meeting any future financial requirements of the Company, or (2) the deletion of such reference to
such Holder if, in the judgment of the Company, as advised by counsel, such reference is not
required by the Securities Act or any similar federal statute or any state securities of blue sky
law then in effect.



     5. Registration Expenses.



          5.1 Responsibility for Payment. Regardless of whether any registration pursuant to
this Agreement becomes effective, all expenses incident to the Company’s performance of or
compliance with this Agreement, including, without limitation, all registration



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statement filing fees, National Association of Securities Dealers’ fees, fees and expenses of
compliance with state securities or blue sky laws, printing and engraving expenses and fees, and
disbursements of counsel for the Company, the Representative Counsel and the independent certified
public accountants for the Company, underwriters (if any) (excluding the discounts, commissions and
transfer taxes with respect thereto and the amounts to be paid by such underwriters) and other
persons retained by the Company (collectively, “Registration Expenses”), shall be paid by the
Company; provided, however, that each seller of Qualified Registrable Securities or other
securities of the Company shall pay any underwriting discounts and selling commissions and transfer
taxes applicable to the Qualified Registrable Securities or other securities of the Company sold by
such seller as aforesaid.



     6. Indemnification.



          6.1 Indemnification by the Company. The Company shall indemnify and hold harmless,
with respect to any registration statement filed by it, to the fullest extent permitted by law,
each Holder who is a seller of Qualified Registrable Securities covered by such registration
statement, its officers, directors, employees, agents and general or limited partners (and the
directors, officers, employees and agents thereof), and each other person, partnership, trust,
corporation, joint venture, unincorporated organization or government or any department or agency
thereof (“Person”), if any, who controls such Holder within the meaning of the Securities Act
(collectively, “Holder Indemnified Parties”) against all losses, claims, damages, liabilities and
expenses, joint or several, (including reasonable fees of counsel and any amounts paid in
settlement effected with the Company’s consent, which consent shall not be unreasonably withheld)
to which any such Holder Indemnified Party may become subject under the Securities Act, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or
proceedings, whether commenced or threatened, in respect thereof) are caused by (1) any untrue
statement or alleged untrue statement of a material fact contained in any registration statement in
which such Qualified Registrable Securities were included as contemplated hereby or the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary, final or amended or supplemented prospectus, together
with the documents incorporated by reference therein (as amended or supplemented if the Company
shall have filed with the Commission any amendment thereof or supplement thereto), or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, or (3) any violation by the Company of any federal, state or common law rule or
regulation applicable to the Company and relating to action of or inaction by the Company in
connection with any such registration; and in each such case, the Company shall reimburse each such
Holder Indemnified Party for any reasonable legal or any other expenses incurred by any of them in
connection with investigating or defending any such loss, claim, damage, liability, expense, action
or proceeding; provided, however, that the Company shall not be liable to any such Holder
Indemnified Party in any such case to the extent that any such loss, claim, damage, liability or
expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out
of or is based upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement or amendment thereof or supplement thereto or in any
such preliminary, final or amended or supplemented prospectus in reliance upon and in conformity
with written



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information furnished to the Company by or on behalf of any such Holder Indemnified Party
relating to such Holder Indemnified Party for use in the preparation thereof; and provided further,
that the Company shall not be liable to any such Holder Indemnified Party with respect to any
preliminary prospectus to the extent that any such loss, claim, damage, liability or expense of
such Holder Indemnified Party results from the fact that such Holder Indemnified Party sold
Qualified Registrable Securities to a person to whom there was not sent or given, at or before the
written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by
reference) or of the prospectus as then amended or supplemented (excluding documents incorporated
by reference) if the Company has previously furnished copies thereof to such Holder Indemnified
Party in compliance with Section 4 and the loss, claim, damage, liability or expense of such Holder
Indemnified Party results from an untrue statement or omission of a material fact contained in such
preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or
supplemented). Such indemnity and reimbursement of expenses obligations shall remain in full force
and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties
and shall survive the transfer of such securities by such Holder.



          6.2 Indemnification by Holders. Each Holder of Qualified Registrable Securities
participating in any registration hereunder shall indemnify and hold harmless, to the fullest
extent permitted by law, the Company, each other Holder of Qualified Registrable Securities
participating in such registration, and their respective directors, officers, employees and agents,
and each Person who controls the Company or each such other Holder (within the meaning of the
Securities Act) (collectively, “Company Indemnified Parties”) against all losses, claims, damages,
liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts
paid in settlement effected with such indemnifying Holder’s consent, which consent shall not be
unreasonably withheld) to which any Company Indemnified Party may become subject under the
Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are
caused by (1) any untrue statement or alleged untrue statement of a material fact contained in any
registration statement in which such Holder’s Qualified Registrable Securities were included or the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary, final or amended or supplemented
prospectus, together with the documents incorporated by reference therein (as amended or
supplemented if the Company shall have filed with the Commission any amendment thereof or
supplement thereto), or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading to the extent, but only to the extent, in
the cases described in clauses (1) and (2), that such untrue statement or omission is contained in
any information furnished in writing by such Holder relating to such Holder expressly for use in
connection with such registration and if the Company does not know, at the time such information is
included in the registration statement, prospectus, preliminary prospectus, amendment or
supplement, that such information is false or misleading, (3) any violation by such Holder of any
federal, state or common law, rule or regulation applicable to such Holder and relating to action
of or inaction by such Holder in connection with any such registration, and (4) with respect to any
preliminary prospectus, the fact that such Holder sold Qualified Registrable Securities to a person
to whom there was not



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sent or given, at or before the written confirmation of such sale, a copy of the prospectus
(excluding documents incorporated by reference) or of the prospectus as then amended or
supplemented (excluding documents incorporated by reference) if the Company has previously
furnished copies thereof to such Holder in compliance with Section 4 and the loss, claim, damage,
liability or expense of such Company Indemnified Party results from an untrue statement or omission
of a material fact contained in such preliminary prospectus which was corrected in the prospectus
(or the prospectus as amended or supplemented); provided, however, that the aggregate amount which
any such Holder shall be required to pay pursuant to this Section 6.2 shall be limited to the
dollar amount of proceeds received by such Holder upon the sale of the Qualified Registrable
Securities and other securities of the Company (after deducting any underwriting commissions,
discounts and transfer taxes applicable thereto) pursuant to the registration statement giving rise
to such claim. Such indemnity obligation shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company Indemnified Parties (except as provided above)
and shall survive the transfer of such securities by such Holder.



          6.3 Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified
party under Section 6.1 or 6.2 of written notice of the commencement of any action, suit,
proceeding, investigation or threat thereof made in writing with respect to which a claim for
indemnification may be made pursuant to this Section 6, such indemnified party shall, if a claim in
respect thereto is to be made against an indemnifying party, give written notice to the
indemnifying party of the threat or commencement thereof; provided, however, that the failure so to
notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice. If any such claim or action referred to under Section 6.1 or 6.2 is
brought against any indemnified party and it then notifies the indemnifying party of the threat or
commencement thereof, the indemnifying party shall be entitled to participate therein and, to the
extent that it wishes, jointly with any other indemnifying party similarly notified, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party). After
notice from the indemnifying party to such indemnified party of its election so to assume the
defense of any such claim or action, the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expenses of counsel or any other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation unless the indemnifying party has failed to assume the defense of such claim
or action or to employ counsel reasonably satisfactory to such indemnified party. The indemnifying
party shall not be required to indemnify the indemnified party with respect to any amounts paid in
settlement of any action, proceeding or investigation entered into without the written consent of
the indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party
shall consent to the entry of any judgment or enter into any settlement without the consent of the
indemnified party unless (1) such judgment or settlement does not impose any obligation or
liability upon the indemnified party other than the execution, delivery or approval thereof, and
(2) such judgment or settlement includes as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a full release and discharge from all liability
in respect of such claim for all persons that may be entitled to or obligated to provide
indemnification or contribution under this Section 6.



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          6.4 Additional Indemnification. Indemnification similar to that specified in the
preceding subsections of this Section 6 (with appropriate modifications) shall be given by the
Company and each seller of Qualified Registrable Securities with respect to any required
registration or qualification of securities under any state securities or blue sky laws.



          6.5 Contribution. If the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party under Section 6.1 or 6.2, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified party as
a result of the losses, claims, damages, liabilities or expenses (or actions or proceedings in
respect thereof) referred to in Section 6.1 or 6.2 in such proportion as is appropriate to reflect
the relative fault of the indemnifying party on the one hand and the indemnified party on the other
in connection with the statements, omissions, actions or inactions which resulted in such losses,
claims, damages, liabilities or expenses. The relative fault of the indemnifying party and the
indemnified party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party or the indemnified party, any action
or inaction by any such party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement, omission, action or inaction. The amount
paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or
expenses (or actions or proceedings in respect thereof) pursuant to this Section 6.5 shall be
deemed to include any reasonable legal or other expenses incurred by such indemnified party in
connection with investigating or defending any such action or claim (which shall be limited as
provided in Section 6.3 if the indemnifying party has assumed the defense of any such action in
accordance with the provisions thereof) which is the subject of this Section 6.5. 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. Promptly after receipt by an indemnified party under this Section 6.5 of
written notice of the commencement of any action, suit, proceeding, investigation or threat thereof
made in writing with respect to which a claim for contribution may be made against an indemnifying
party under this Section 6.5, such indemnified party shall, if a claim for contribution in respect
thereto is to be made against an indemnifying party, give written notice to the indemnifying party
in writing of the commencement thereof (if the notice specified in Section 6.3 has not been given
with respect to such action); provided, however, that the failure to so notify the indemnifying
party shall not relieve it from any obligation to provide contribution which it may have to any
indemnified party under this Section 6.5 except to the extent that the indemnifying party is
actually prejudiced by the failure to give notice. Notwithstanding anything in this Section 6.5 to
the contrary, no indemnifying party (other than the Company) shall be required pursuant to this
Section 6.5 to contribute any amount which exceeds the amount by which the dollar amount of the
proceeds received by such indemnifying party from the sale of Qualified Registrable Securities and
other securities of the Company (after deducting any underwriting commissions, discounts and
transfer taxes applicable thereto) in the offering to which the losses, claims, damages,
liabilities or expenses of the indemnified parties relate exceeds the amount of any losses, claims,
damages, liabilities and expenses which such indemnifying party has otherwise been required to pay
as indemnity or contribution hereunder by reason of such losses, claims, damages, liabilities or
expenses.



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     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6.5 were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding
paragraph.



     If indemnification is available under this Section 6, the indemnifying parties shall indemnify
each indemnified party to the fullest extent provided in Sections 6.1 and 6.2, without regard to
the relative fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 6.5. The provisions of this Section 6.5 shall be in
addition to any other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract, shall remain in full force and effect regardless of any
investigation made by or on behalf of any indemnified party, and shall survive the transfer of
securities by any such party.



          6.6 Indemnification and Contribution of Underwriters. In connection with any
underwritten offering contemplated by this Agreement which includes Qualified Registrable
Securities, the Company and all sellers of Qualified Registrable Securities included in any
registration statement shall agree to customary provisions for indemnification and contribution
(consistent with the other provisions of this Section 6) in respect of losses, claims, damages,
liabilities and expenses of the underwriters of such offering.



     7. Participation in Underwritten Registrations. In the case of any registration under
Section 3, if the majority of the Holders of the Qualified Registrable Securities to be included
therein who made the Demand Request or the Company determine to enter into an underwriting
agreement in connection therewith, or in the case of a registration under Section 2, if the Company
determines to enter into an underwriting agreement in connection therewith, (1) all shares of
Qualified Registrable Securities or other securities of the Company to be included in such
registration shall be subject to such underwriting agreement, which shall be in customary form and
contain such terms as are customarily contained in such agreements, and (2) no person may
participate in any such registration unless such person (a) agrees to sell such person’s securities
on the basis provided in such underwriting arrangement and (b) completes and executes all
questionnaires, powers-of-attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.



     8. Rights to Withdraw From Registration. If as a result of the proration provisions
of Sections 2.2 and 3.4, any Holder is not entitled to include all of such Holder’s Qualified
Registrable Securities in a registration that such Holder has requested to be included, then after
the delivery to such Holder of notice thereof from the Company, such Holder may elect to withdraw
his request to include such Holder’s Qualified Registrable Securities in such registration
(“Withdrawal Election”); provided, however, that a Withdrawal Election shall be irrevocable and,
after making a Withdrawal Election, a Holder shall no longer have any right to include such
Holder’s Qualified Registrable Securities in the registration as to which such Withdrawal Election
was made. If as a result of Withdrawal Elections (but after the Company has included in such
registration in place of such withdrawn Qualified Registrable Securities such additional Qualified
Registrable Securities or other securities of the Company to be sold by the Company or held by
other Holders or other sellers whose Qualified Registrable Securities or other securities of the
Company were excluded as a result of the proration provisions of



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Sections 2 and 3), less than the Requisite Amount of Qualified Registrable Securities and other
securities of the Company are requested to be included in a registration, the Company, in its sole
discretion, may give written notice to all Holders who have requested that such Holders’ Qualified
Registrable Securities be included in a registration and who have not made a Withdrawal Election
that the Company has determined not to proceed with such registration and, thereupon, shall be
relieved of its obligation to register any Qualified Registrable Securities in connection with such
abandoned registration (without prejudice, however, to the Holders’ rights to have Qualified
Registrable Securities registered pursuant to Section 2 and the Holders’ rights to have Qualified
Registrable Securities registered pursuant to Section 3 in the future). Any such abandoned
registration shall not be counted as a Demand Registration for purposes of Section 3.3.3; provided,
however, the withdrawing Holders shall reimburse the Company for its expenses in connection with
such abandoned registration.



     9. Limitations on Sale or Distribution of Other Securities. If requested in writing
by (1) the Company or (2) the managing underwriter (if any) of (a) a registration in connection
with the Initial Public Offering or (b) any underwritten registration contemplated by Section 2 or
3 declared effective after the completion of the Initial Public Offering (“Subsequent
Registration”), each Holder hereby agrees not to effect any public offering, sale or distribution
(including any sale pursuant to Rule 144 under the Securities Act) of any Qualified Registrable
Securities or any other Common Equity Securities or any other security of the Company (other than
as part of such underwritten public offering) within (i) 90 days after the effective date of a
registration statement filed in connection with the Initial Public Offering (or up to 180 days if
required by the underwriters), and (ii) 45 days after the effective date of the Subsequent
Registration (or up to 90 days if required by the underwriters). The Company, in its sole
discretion, may waive, as to any one or more Holders, the restrictions contained in this Section 9
as they apply to a Subsequent Registration.



     10. Termination. This Agreement and all rights and obligations of the parties hereto
under this Agreement shall terminate upon the earlier of (1) the written agreement of the Holders
of at least 90% of the Shares Subject to this Agreement; provided that for so long as the Voting
and Corporate Governance Agreement is in effect, the Voting Representative (as defined therein) for
each Designated Holder Group (as defined therein) shall be exclusively authorized to act on behalf
of and as directed by each Holder included in such Designated Holder Group for such purpose or (2)
when all outstanding Qualified Registrable Securities may be sold under Rule 144 or another similar
exemption in any three month period; provided, however, that the indemnification and contribution
rights and obligations shall not terminate and shall survive forever.



     11. Miscellaneous Provisions.



          11.1 Subsequent Holders; After-Acquired Qualified Registrable Securities.



               11.1.1 The Company anticipates that there will be additional issuances of Qualified
Registrable Securities. Any purchaser of Qualified Registrable Securities from the Company may
become, upon the written consent of at least the Required Voting Percentage at the time thereof, a
party to this Agreement by executing (and causing such purchaser’s spouse, if any, to execute) a
counterpart of the signature page of this Agreement, such signature(s) being



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evidence of such purchaser’s (and such spouse’s) agreement to be bound by all of the
provisions of this Agreement. Once such purchaser (and such spouse, if any) has executed this
Agreement, the term “Holder” shall include such purchaser; the terms “Qualified Registrable
Securities” and “Common Equity Securities” shall include the Qualified Registrable Securities and
Common Equity Securities then held by such purchaser; and the term “Holder” shall include such
purchaser.



               11.1.2 The terms “Qualified Registrable Securities” and “Common Equity Securities” also shall
include any Common Equity Securities acquired by any Holder after the Effective Date so long as
such Holder (and such Holder’s spouse, if any) has executed a counterpart of this Agreement.



               11.1.3 Each Holder may assign its rights hereunder in connection with any transfer of its
Qualified Registrable Securities to a Permitted Transferee. To enjoy the benefits of this
Agreement, any such Permitted Transferee must become (1) a record holder of such Qualified
Registrable Securities and (2) a party hereto within 60 days after such transfer (unless waived in
writing by the Company) by executing (and causing such transferee’s spouse, if any, to execute) a
counterpart of this Agreement and delivering such executed counterpart to the Company. Any such
Permitted Transferee who meets such conditions shall become, for the purposes hereof, a “Holder.”



               11.1.4 Notwithstanding the foregoing, no rights hereunder shall inure to the benefit of, or be
exercisable by, any transferee or assignee acquiring Qualified Registrable Securities in a public
sale or public distribution.



               11.1.5 Upon the written request of a majority of the Shares Subject to this Agreement, the
Company shall provide the Holders additional registration rights in Canada substantially similar to
those set forth in this Agreement. For so long as the Voting and Corporate Governance Agreement is
in effect, the Voting Representative (as defined therein) for each Designated Holder Group (as
defined therein), shall be exclusively authorized to act on behalf of and as directed by each
Holder included in such Designated Holder Group for such purpose. In the event that the Common
Equity Securities of the Company are exchanged for interests in a Canadian income trust, the
Company shall use its commercially reasonable efforts to obtain registration rights with respect to
such interests, for the benefit of the Holders, substantially similar to those set forth in this
Agreement.



          11.2 Changes in Outstanding Securities. The provisions of this Agreement regarding
Common Equity Securities, Qualified Registrable Securities and Requisite Amount shall apply to
securities of the Company or any successor or assignee of the Company (whether by merger,
consolidation, sale of assets or otherwise) that may be issued in respect of, or by reason of any
share issuance, share dividend, share split, reverse share split, combination, recapitalization,
reclassification, merger, amalgamation, consolidation or otherwise. Upon the occurrence of any of
such events, the definitions of Common Equity Securities, Qualified Registrable Securities and
Requisite Amount shall be appropriately modified by the Board of Directors of the Company.



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          11.3 Exchange Act Registration. If the Company files a registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or a
registration statement pursuant to the Securities Act in respect of any Common Shares or securities
convertible into or exchangeable or exercisable for Common Shares, the Company shall timely file
the reports required to be filed by it under the Exchange Act and the Securities Act (including,
without limitation, the reports under Sections 13 and 15(d) of the Exchange Act referred to in Rule
144(c)(1) under the Securities Act), and shall take such further action as any Holder of Qualified
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such Holder to sell Qualified Registrable Securities without registration under the
Securities Act within the limitation of the exemption provided by Rule 144 under the Securities
Act; provided, however, that the Company, upon approval of the Required Voting Percentage and five
days’ prior written notice to each Holder, may withdraw any such registration at any time that it
is permitted to do so under the Exchange Act. Upon the request of any Holder of Qualified
Registrable Securities, the Company shall deliver to such Holder a written statement as to whether
it has complied with the requirements of this Section 11.3.



          11.4 Spouse. The spouses of the individual Holders, by their execution of this
Agreement, (1) evidence that they are fully aware of, understand and fully consent and agree to the
provisions of this Agreement and its binding effect upon any community property or similar marital
property interests in the Qualified Registrable Securities or other securities of the Company they
may now or hereafter own, and (2) agree that the termination of their marital relationship with any
individual Holder for any reason shall not have the effect of removing any Qualified Registrable
Securities or other securities of the Company otherwise subject to this Agreement from the coverage
hereof. Each individual Holder shall cause his or her spouse (and any subsequent spouse) to
execute and deliver, upon the request of the Company, a counterpart of this Agreement.



          11.5 Employee Matters. Each Holder, if an employee of the Company or any of its
subsidiaries, acknowledges and agrees that neither the acquisition of securities of the Company by
such Holder nor the execution of this Agreement by the Company or such Holder creates any
obligation whatsoever by the Company or any of its subsidiaries to continue such Holder’s
employment or otherwise affects the Company’s right to terminate such Holder’s employment at will,
with or without cause in the sole discretion of the Company or any of its subsidiaries which is an
employer of such Holder.



          11.6 Inspection. For so long as this Agreement shall be in effect, this Agreement and
a complete list of the names and addresses of all of the Holders of Qualified Registrable
Securities shall be made available for inspection and copying on any business day by any Holder of
Qualified Registrable Securities at the offices of the Company at the address thereof set forth in
Section 11.8.



          11.7 Conflict with Other Agreements. If any provision of this Agreement conflicts
with any registration rights provision of any other agreement to which the Company is or may become
a party, the registration rights provision of this Agreement shall control to the extent of such
conflict; provided, however, that the Company shall not grant additional registration rights
without obtaining the written consent of at least the Required Voting Percentage at the time
thereof.



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          11.8 Notices and Other Communications. All notices, requests and other communications
required or permitted to be given to the Company or any Holder in connection herewith (1) must be
in writing and (2) may be served either by (a) depositing the same in the United States mail, full
postage prepaid, certified or registered with return receipt requested, (b) delivering the same by
a nationally recognized air courier service requiring acknowledgment of delivery, full delivery
cost paid, (c) delivering the same in person, or (d) sending a telecopy of the same (confirmed by
appropriate answerback), confirmed with a copy thereof delivered either by mail or air courier
service or in person as provided herein. Any such notice, request or other communication shall be
effective only if and when it is received by the addressee; provided that notice received by
telecopier other than during the recipient’s normal business hours will be effective at the
beginning of the recipient’s next business day. For the purposes hereof, the addresses of the
parties hereto are as follows: (1) the Company — NACG Holdings Inc., c/o The Sterling Group,
L.P., 8 Greenway Plaza, Suite 702, Houston, Texas 77046, Attention: John D. Hawkins; and (2) the
Holders — the addresses shown on the stock transfer records of the Company. Any party hereto may
change its address for the purposes hereof by giving written notice of such change of address to
the Company in the manner provided herein.



          11.9 Entire Agreement. This Agreement constitutes the full understanding of the
parties and a complete and exclusive statement of the terms and conditions of their agreement
relating to the subject matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral, between the parties, their affiliates, and their respective
principals, shareholders, directors, officers, employees, consultants and agents with respect
thereto.



          11.10 Amendments and Waivers. Except as otherwise provided herein, no alteration,
modification, amendment, change or waiver of any provision of this Agreement shall be effective or
binding on any party hereto unless the same is in writing and is executed by the Company and the
Holders of at least the Required Voting Percentage at the time thereof; provided, however, that (1)
any change to Section 10 or this Section 11.10 shall require the written agreement of the Holders
of at least 90% of the Shares Subject to this Agreement; provided that so long as the Voting and
Corporate Governance Agreement is in effect, the Voting Representative (as defined therein) for
each Designated Holder Group (as defined therein) shall be exclusively authorized to act on behalf
of and as directed by each Holder included in such Designated Holder Group for such purpose; (2)
the Company may amend this Agreement without the consent of the any Holder to cure any ambiguity or
to cure, correct or supplement any defective provision contained herein; and (3) in no event shall
an amendment adversely, or in a manner different from any other Holder, affect such Holder’s rights
and obligations without such Holder’s prior written consent.



          11.11 Modification and Severability. If a court of competent jurisdiction declares
that any provision of this Agreement is illegal, invalid or unenforceable, then such provision
shall be modified automatically to the extent necessary to make such provision fully legal, valid
or enforceable. If such court does not modify any such provision as contemplated herein, but
instead declares it to be wholly illegal, invalid or unenforceable, then such provision shall be
severed from this Agreement, this Agreement and the rights and obligations of the parties hereto
shall be construed as if this Agreement did not contain such severed provision, and this Agreement
otherwise shall remain in full force and effect.



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          11.12 Enforceability. This Agreement shall be enforceable by and against the Company,
the Holders and their respective spouses, guardians, heirs, legatees, executors, legal
representatives, administrators, and permitted successors and assignees.



          11.13 No Third-Party Beneficiaries. No person or entity not a party to this Agreement
shall have rights under this Agreement as a third-party beneficiary or otherwise.



          11.14 Remedies. Each party hereto acknowledges that in the event of any breach of
this Agreement by such party, the other parties hereto (1) would be irreparably and immediately
harmed by such breach, (2) could not be made whole by monetary damages, and (3) shall be entitled
to temporary and permanent injunctions (or their functional equivalents) to prevent any such breach
and/or to compel specific performance with this Agreement, in addition to all other remedies to
which such parties may be entitled at law or in equity. The remedies of each party hereto under
this Agreement shall be cumulative of each other and of the remedies available at law or in equity.
Any party’s full or partial exercise of any such remedy shall not preclude any subsequent exercise
by such party of the same or any other remedy.



          11.15 Governing Law. This Agreement shall be governed by, construed under, and
enforce in accordance with the laws of the State of Delaware without reference to the
conflict-of-laws provisions thereof.



          11.16 Multiple Counterparts. This Agreement may be executed by the parties hereto in
multiple counterparts, each of which shall be deemed an original for all purposes, and all of which
together shall constitute one and the same instrument.



          11.17 Limited Liability. Notwithstanding any provision hereof, none of the
obligations of any party hereto or any of their respective affiliates that is an entity under this
Agreement shall be an obligation of any officer, director, member, limited partner or general
partner of any of the foregoing entities. Any liability or obligation of any party hereto arising
out of this Agreement shall be limited to and satisfied only out of the assets of such party.



          11.18 Termination of Purchase Agreement. This Agreement shall be effective on the
Effective Date. If the Purchase Agreement is terminated prior to the closing of the Acquisition,
this Agreement shall terminate and be of no further force or effect.



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     This Agreement is executed and delivered by the parties hereto and their respective spouses
(if any) on the dates indicated below to be effective as of the Effective Date.



	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	NACG HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ John D. Hawkins 
	 

	 	 	 	 
	 

	 	Name:	 	John D. Hawkins 
	 

	 	Title:	 	Vice President 
	 
	 	 	 	 
	 	 	Date of execution:
November 26, 2003






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HOLDERS




	 	 	 	 	 	 	 
	 	 	 	 	Common Shares To Be Owned	 	Date of
	Name and Signature	 	at the Effective Date	 	Execution
	 
	 	 	 	 	 	 
	Paribas North America, Inc.	 	The number of Common Shares	 	 
	 

	 	 	 	equal to the Canadian dollar	 	 
	 

	 	 	 	equivalent of $US 5,000,000 at	 	 
	By:

	 	/s/ Everett Schenk 	 	the Effective Date, divided by 100	 	November 26, 2003 
	 

	 	 
	 	 	 
	Name:
	 	Everett Schenk 	 	 	 	 
	 

	 	 	 	 	 	 
	Title:
	 	President and CEO 	 	 	 	 
	 
	 	 	 	 	 	 
	Genstar Capital Partners III, L.P.	 	The number of Common Shares	 	 
	By: Genstar Capital III, L.P., General Partner	 	equal to the Canadian dollar	 	 
	   By: Genstar III GP LLC, General Partner	 	equivalent of $US 14,479,981 at	 	 
	 

	 	 	 	the Effective Date, divided by 100	 	November 26, 2003 
	 

	 	 	 	 	 
	By:
	 	/s/ Jean-Pierre Conte 	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Jean-Pierre Conte	 	 	 	 
	Title:
	 	Member 	 	 	 	 
	 
	 	 	 	 	 	 
	Stargen III, L.P.	 	The number of Common Shares	 	 
	By: Genstar Capital III, L.P., General Partner	 	equal to the Canadian dollar	 	 
	   By: Genstar III GP LLC, General Partner	 	equivalent of $US 520,019 at	 	 
	 

	 	 	 	the Effective Date, divided by 100	 	November 26, 2003 
	 

	 	 	 	 	 
	   By:
	 	/s/ Jean-Pierre Conte 	 	 	 	 
	 

	 	 	 	 	 	 
	   Name:

	 	Jean-Pierre Conte	 	 	 	 
	   Title:
	 	Member 	 	 	 	 
	 
	 	 	 	 	 	 
	Perry Partners International, Inc.	 	The number of Common	 	November 26, 2003 
	By: Perry Corp., Its Investment Manager	 	Shares equal to the Canadian	 	 
	 

	 	 	 	Dollar equivalent of US$7,950,000	 	 
	 

	 	 	 	At the Effective Date, divided by 100	 	 
	   By:
	 	/s/ Randall Borkenstein 	 	 	 	 
	 

	 	 	 	 	 	 
	   Name:
	 	Randall Borkenstein 	 	 	 	 
	   Title:
	 	Managing Director and Chief
Financial Officer 	 	 	 	 
	 
	 	 	 	 	 	 
	Perry Partners, L.P.	 	The number of Common	 	November 26, 2003 
	By: Perry Corp., Its Managing General Partner	 	Shares equal to the Canadian	 	 
	 

	 	 	 	Dollar equivalent of US$7,050,000	 	 
	 

	 	 	 	At the Effective Date, divided by 100	 	 
	   By:
	 	/s/ Randall Borkenstein 	 	 	 	 
	 

	 	 	 	 	 	 
	   Name:
	 	Randall Borkenstein 	 	 	 	 
	   Title:
	 	Managing Director and Chief
Financial Officer 	 	 	 	 
	 
	 	 	 	 	 	 
	Stephens-NACG LLC.	 	The number of Common Shares	 	 
	 

	 	 	 	equal to the Canadian dollar	 	 
	By: Stephens Group, Inc., Manager	 	equivalent of US$10,000,000 at the	 	 
	  

	 	 	 	Effective Date divided by 100	 	November 26, 2003 
	   By:

	 	/s/ Jackson Farrow Jr. 	 	 	 	 
	 

	 	 
	 	 	 
	   Name:
	 	Jackson Farrow Jr. 	 	 	 	 
	   Title:
	 	Vice President 	 	 	 	 





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	 	 	 	 	Common Shares To Be Owned	 	Date of
	Name and Signature	 	at the Effective Date	 	Execution
	 
	 	 	 	 	 	 
	Sterling Group Partners I, L.P.	 	The number of Common Shares	 	 
	 

	 	 	 	equal to the Canadian dollar	 	 
	By: Sterling Group Partners I GP, L.P.,	 	equivalent of US$ 24,000,000 at the	 	 
	   General Partner	 	Effective Date divided by 100(1)	 	November 26, 2003 
	 
	 	 	 	 	 	 
	 

	 	By: C. K. Garland, L.L.C.,	 	 	 	 
	 

	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ C. Kevin Garland 	 	 	 	 
	 

	 	 	 	 	 	 
	Name: C. Kevin Garland	 	 	 	 
	Title: Sole Member	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ William C. Oehmig 	 	The number of Common Shares	 	 
	 	 	 	 	 
	 	 	William C. Oehmig	 	equal to the Canadian dollar	 	 
	 

	 	 	 	equivalent of US$ 1,000,000 at the	 	 
	 

	 	 	 	Effective Date divided by 100	 	November 26, 2003 







 




			
	(1)	 	Subject to reduction by up to 16.67% in the
aggregate at the discretion of Sterling Group Partners I, L.P. for issuances to
management and directors of the Company or any of its subsidiaries, employees
of The Sterling Group, L.P. or any of its Affiliates and other financial
investors on the Effective Date.






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