Exhibit 10.21


 


MR PROCESSING HOLDING CORP.


 


AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED & RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of April 11, 2006, by and
among (i) MR Processing Holding Corp., a Delaware corporation (the “Company”),
(ii) Great Hill Equity Partners II Limited Partnership, a Delaware limited
partnership (“Great Hill II”), (iii) Great Hill Equity Partners
III, LP, a Delaware limited partnership (“Great Hill III”), (iv) Great
Hill Affiliate Partners II Limited Partnership, a Delaware limited partnership
(“GHAP II”), (v) Great Hill Investors, LLC, a Massachusetts limited
liability company (“GHI” and, together with any investment fund managed
by Great Hill Partners, LLC, a Massachusetts Limited Liability Company, GH
Partners, LLC, a Massachusetts Limited Liability Company and any of their
affiliates that at any time acquires any Registrable Securities and executes a
counterpart of this Agreement or otherwise agrees to be bound by this
Agreement, the “Investors” and each, an “Investor”), (vi) RBS
Equity Corporation (“RBS”), (vii) Daniel D. Phelan (“Phelan”),
John G. Aldridge, Jr. (“Aldridge”), Penni Alper (“Alper”)
and Shell Rutledge (“Rutledge” and, together with Phelan, Aldridge and
Alper, the “Rollover Holders”), (viii) Ares Capital Corporation, a
Maryland corporation (“Ares”), (ix) C&B Fund II, L.P., a
Delaware limited liability partnership (“CBII”) and C&B Fund II
(PF), L.P., a Delaware limited partnership (“CBPF”, and together with
CBII, the “CB Funds”).  The
Investors, RBS, the Rollover Holders, Ares and the CB Funds are collectively
referred to herein as the “Stockholders”.  Unless otherwise provided in this Agreement,
capitalized terms used herein shall have the meanings set forth in Section 9
hereof.


 


WHEREAS, the Company and the Investors are parties to
a Purchase Agreement dated February 24, 2006 (the “Investor Purchase
Agreement”), pursuant to which the Investors purchased shares of Series A
Convertible Preferred Stock of the Company, par value $0.01 per share (the “Series A
Preferred”);


 


WHEREAS, the Company and RBS are parties to a Purchase
Agreement dated February 24, 2006 (the “RBS Purchase Agreement”),
pursuant to which RBS purchased shares of Series A Preferred;


 


WHEREAS, the Company, McCalla, Raymer, Padrick, Cobb,
Nichols & Clark, LLC, a Georgia limited liability company (“McCalla”),
E-Default Solutions, LLC (“E-Default”), Statewide Title Services, LLC (“Statewide
Title”), Statewide Records Management, LLC (“Statewide Records”),
Statewide Publishing, LLC (“Statewide Publishing”), Statewide Tax
Services, LLC (“Statewide Tax”, and together with E-Default, Statewide
Title, Statewide Records and Statewide Publishing, the “Other Selling
Entities”), and the Purchasers are parties to a Contribution Agreement of
even date herewith (the “Contribution Agreement”), pursuant to which
McCalla and the Other Selling Entities sold certain assets to the Purchasers in
exchange for cash and the issuance of shares (the “Rollover Shares”) of Series A
Preferred to McCalla;


 


WHEREAS, immediately following the consummation of the
transactions contemplated in the Contribution Agreement, McCalla distributed
the Rollover Shares to the Rollover Holders, each of whom was a member of
McCalla at the time of the closing of the transactions contemplated by the
Contribution Agreement;


 

















 


WHEREAS, in order to induce the Investors to enter
into the Investor Purchase Agreement, RBS to enter into the RBS Purchase
Agreement, and the Rollover Holders to enter into the Contribution Agreement,
the Company agreed to provide the registration rights set forth in that certain
Registration Agreement of the Company dated February 24, 2006 (the “Original
Registration Agreement”);


 


WHEREAS, pursuant to a Purchase Agreement dated April       ,
2006, Ares acquired 30,000 shares of Series A Preferred from Fund III (the
“Ares Purchase”);


 


WHEREAS, pursuant to a Purchase Agreement dated April       ,
2006, CBII acquired 5,845 shares of Series A Preferred from Fund III (the “CBII
Purchase”);


 


WHEREAS, pursuant to a Purchase Agreement dated April       ,
2006, CBPF acquired 4,155 shares of Series A Preferred from Fund III (the “CBPF
Purchase”);


 


WHEREAS, in connection with the Ares Purchase, the
CBII Purchase and the CBPF Purchase, the Company and the Stockholders (as
defined in the Original Registration Agreement) desire to amend and restate the
Original Registration Agreement for the purposes, among others, of (i) admitting
Ares, CBII and CBPF as Stockholders hereunder, and (ii) providing the registration
rights set forth herein; and


 


WHEREAS, upon execution of this Agreement, the
Stockholders (as defined in the Original Registration Agreement) intend that
this Agreement replace and supersede the Original Registration Agreement and
that the Original Registration Agreement shall hereafter have no legal effect.


 


NOW, THEREFORE, the parties hereto agree to amend and
restate the Original Registration Agreement as follows:


 


1.             Demand Registrations.


 


(a)           Requests
for Registration. At any time after 180 days following the Company’s
initial public offering and from time to time thereafter, the Requisite Holders
may request registration under the Securities Act of all or any portion of
their Registrable Securities on Form S-1 or any similar long-form registration
(“Long-Form Registrations”), and the Requisite Holders may request
registration under the Securities Act of all or any portion of their
Registrable Securities on Form S-3 (including pursuant to Rule 415
under the Securities Act) or any similar short-form registration (“Short-Form
Registrations”), if available.  All
registrations requested pursuant to this Section 1(a) are
referred to herein as “Demand Registrations.”  Each request for a Demand Registration shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering.  Within ten days after receipt of any such
request, the Company shall give written notice of such requested registration
to all other holders of Registrable Securities and shall 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.


 


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(b)           Long-Form Registrations.  The Requisite Holders shall be entitled to
request two Long-Form Registrations in which the Company shall pay all
Registration Expenses (as defined in Section 5).  A registration shall not count as one of the
permitted Long Form Registrations hereunder unless the holders of
Registrable Securities requesting registration are able to register and sell at
least 75% of the Registrable Securities such holders requested to be included
in such registration; provided  that in
any event the Company shall pay all Registration Expenses in connection with
any registration initiated as a permitted Long-Form Registration whether
or not it has become effective and whether or not such registration is counted
as one of the permitted Long-Form Registrations.  All Long-Form Registrations shall be
underwritten registrations.


 


(c)           Short-Form Registrations.  In addition to the Long-Form Registrations
provided pursuant to Section 1(b), the Requisite Holders shall be
entitled to request an unlimited number of Short-Form Registrations in
which the Company shall pay all Registration Expenses; provided that, the
aggregate offering value of the Registrable Securities requested to be
registered in any Short-Form Registration must equal at least $10
million.  Demand Registrations shall 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 shall use its best efforts to make Short-Form Registrations
on Form S-3 available for the sale of Registrable Securities.


 


(d)           Priority
on Demand Registrations.  The Company
shall not include in any Demand Registration any securities that are not Registrable
Securities without the prior written consent of the Majority Holders.  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, if permitted
hereunder, other securities requested to be included in such offering exceeds the
number which can be sold therein without adversely affecting the marketability
of the offering, then
the Company shall include in such registration, prior to the inclusion of any
securities that are not Registrable Securities, the number of Registrable
Securities requested to be included that, in the written opinion of such
underwriters, can be sold in an orderly manner within the price range of such
offering, pro rata among the respective holders of Registrable Securities on
the basis of the number of Registrable Securities held by each such holder.


 


(e)           Restrictions
on Long-Form Registrations.  The
Company shall not be obligated to effect any Demand Registration within 90 days
after the effective date of a previous Demand Registration or a previous
registration in which the holders of Registrable Securities were given
piggyback rights pursuant to Section 2 hereof and in which there was no
reduction in the number of Registrable Securities requested to be
included.  If the Board of Directors of
the Company 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 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 


 


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primary offering or other transaction as to which the
Company has then taken or expects to take in the immediate future substantial
steps, then the Company may delay such registration for a period of up to 180
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) for more than an aggregate of 180 days during
any 360 consecutive days).


 


(f)            Selection
of Underwriters.  The Majority
Holders shall have the right to select the investment banker(s) and
manager(s) to administer the offering.


 


(g)           Other
Registration Rights.  Except as
provided in this Agreement, the Company shall not grant to any Person the right
to request the Company to register any equity securities of the Company, or any
securities, options, or rights convertible or exchangeable into or exercisable
for such securities, without the prior written consent of the Majority Holders.


 


(h)           Obligations
of Holders of Registrable Securities. 
Subject to the Company’s obligations under Section 4(e) hereof,
each holder of Registrable Securities shall cease using any prospectus after
receipt of written notice from the Company of the happening of any event as a
result of which such prospectus contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading in
light of the circumstances under which they were made.


 


2.             Piggyback Registrations.


 


(a)           Right
to Piggyback.  Whenever the Company
proposes to register any of its securities (including any proposed registration
of the Company’s securities by any third party) under the Securities Act (other
than (i) pursuant to a Demand Registration, to which Section 1
is applicable, (ii) in connection with an initial public offering of the
Company’s equity securities, or (iii) in connection with registrations on Form S-4,
S-8 or any successor or similar forms, (iv) in connection with a
registration relating to a reorganization of the Company or other transaction
under Rule 145 of the Securities Act, (v) in connection with a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities or (vi) a registration in
which the only securities being registered are common stock issuable upon
conversion of debt securities that are also being registered) and the
registration form to be used may be used for the registration of Registrable
Securities (a “Piggyback Registration”), the Company shall give prompt
written notice (and in any event within three business days after its receipt
of notice of any exercise of demand registration rights other than under this
Agreement) to all holders of Registrable Securities of its intention to effect such
a registration and shall include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 20 days after the receipt of the Company’s
notice.  The Company’s notice shall state
the last day on which the holder of Registrable Securities may request
inclusion in the registration.


 


(b)           Piggyback
Expenses.  The Registration Expenses
of the Company and the holders of Registrable Securities shall be paid by the
Company in all Piggyback Registrations.


 


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(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 securities requested to be included in such
registration exceeds the number which can be sold therein
without adversely affecting the marketability of the offering, then the Company shall include in such
registration (i) first, the securities the Company proposes to sell, (ii) second,
the Registrable Securities requested to be included in such registration, pro
rata among such holders on the basis of the number of Registrable Securities
held by each such holder and (iii) third, the other securities requested
to be included in such registration pro rata among the holders of such
securities on the basis of the number of such securities held by each such
holder.


 


(d)           Priority
on Secondary Registrations.  If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company’s securities other than holders of Registrable Securities (it being
understood that secondary registrations on behalf of holders of Registrable
Securities are addressed in Section 1 above rather than this Section 2(d)),
and the managing underwriters advise the Company in writing that, in their
opinion, the number of securities requested to be included in such registration
 exceeds the number which can be
sold therein without adversely affecting the Company or the marketability of
the offering, then
the Company shall include in such registration (i) first, the securities
requested to be included therein by the holders initially requesting such
registration, and any Registrable Securities requested to be included therein
pro rata among the respective holders thereof on the basis of the number of
Registrable Securities held by such holder, and (ii) second, any other
securities of the Company requested to be included in such registration.


 


(e)           Selection
of Underwriters.  If any Piggyback
Registration is an underwritten offering, then the selection of investment
banker(s) and manager(s) for the offering must be approved by  the holders of a majority of the
Registrable Securities included in such Piggyback Registration.  Such approval shall not be unreasonably
withheld.


 


(f)            Other
Registrations.  If the Company has
previously filed a registration statement with respect to Registrable
Securities pursuant to Section 1 or pursuant to this Section 2,
and if such previous registration has not been withdrawn or abandoned, then,
the Company shall 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-8
or any successor form), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least 90 days has
elapsed from the effective date of such previous registration.


 


3.             Holdback Agreements.


 


(a)           Notwithstanding
anything contained herein to the contrary, to the extent not inconsistent with
applicable law, each holder of Registrable Securities shall not effect any
public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities, options or rights
convertible into or exchangeable or exercisable for such securities, enter into
a transaction which would have the same effect, or enter into any swap, hedge
or other arrangement that transfers, in whole or in part, any economic
consequences 


 


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of ownership of such securities, whether any such
aforementioned transaction is to be settled by delivery of such securities or
other securities, in cash or otherwise, or publicly disclose the intention to
make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, in each case during such period  before and after the effective time of any
(x) underwritten Demand Registration (except as part of such underwritten
registration) or (y) any underwritten Piggyback Registration in which
Registrable Securities are included (except as part of such underwritten
registration or pursuant to registrations on Form S-4 or Form S-8 or
any successor form) that is agreed to for such holder by the underwriter
managing the registered public offering or in the case of the Company’s
management and employees such longer time not to exceed 210 days as may be
required by applicable law or the underwriters (a “Lock-Up Period”).


 


(b)           Except
with respect to Company securities being distributed in the applicable
underwritten offering, the Company (i) shall not effect any public sale or
distribution of its equity securities, or any securities, options or rights
convertible into or exchangeable or exercisable for such securities, during a
Lock-Up Period, and (ii) to the extent not inconsistent with applicable
law, shall use reasonable efforts to cause each holder of its equity
securities, or any securities, options or rights convertible into or
exchangeable or exercisable for its equity securities, purchased from the
Company at any time after the date of this Agreement (other than in a
registered public offering) to agree not to effect any public sale or
distribution (including sales pursuant to Rule 144) of any such securities
during a Lock-Up Period (except as part of such underwritten registration, if
otherwise permitted), unless the underwriters managing the registered public
offering otherwise agree.


 


4.             Registration Procedures.  Whenever the holders of Registrable
Securities have properly requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best 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 shall as expeditiously as possible:


 


(a)           prepare
and, within 60 days after the end of the period within which requests for
registration may be given to the Company, file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective (provided that, before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
shall furnish to the counsel selected by the Majority Holders copies of all
such documents proposed to be filed, which documents shall be subject to the
review and comment of such counsel);


 


(b)           notify
in writing each holder of Registrable Securities of the effectiveness of each
registration statement filed hereunder 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 a period of not less than 180
days (or, if such registration statement relates to an underwritten offering,
such longer period as in the opinion of counsel for the underwriters a
prospectus is required by law to be delivered in connection with sales of
Registrable Securities 


 


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by an underwriter or dealer) and comply with the
provisions of the Securities Act 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;


 


(c)           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), and such other documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
seller;


 


(d)           use
its best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as any seller of
Registrable Securities reasonably requests and do any and all other acts and
things which may be reasonably necessary to enable such seller of Registrable
Securities to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller of Registrable Securities (provided that
the Company shall 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 Section 4(d), (ii) subject itself to taxation in any such
jurisdiction, or (iii) consent to general service of process in any such
jurisdiction);


 


(e)           promptly
notify in writing 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 therein not misleading in
light of the circumstances under which they were made, and, at the request of
the Majority Holders, promptly prepare and furnish to each such seller of
Registrable Securities a reasonable number of copies of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made;


 


(f)            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 the NASD automated quotation system and, if listed on
the NASD automated quotation system, use its reasonable best efforts to secure
designation of all such Registrable Securities covered by such registration
statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1
of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization
for such Registrable Securities and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD;


 


(g)           provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such registration statement;


 


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(h)           enter
into such customary agreements (including underwriting agreements in customary
form) and take all such other actions as the Majority Holders or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of Registrable Securities (including effecting a stock split or a
combination of shares);


 


(i)            make
available for inspection by any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant, or other
agent retained by any such underwriter, all reasonably requested 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 other information reasonably requested by any such underwriter,
attorney, accountant, or agent in connection with such registration statement
and assist and, at the request of any participating underwriter, use reasonable
best efforts to cause such officers or directors to participate in
presentations to prospective purchasers;


 


(j)            otherwise
use its best 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 twelve months beginning with the first day of the Company’s
first full calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder;


 


(k)           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 equity securities
included in such registration statement for sale in any jurisdiction, the
Company shall use its reasonable best efforts promptly to obtain the withdrawal
of such order;


 


(l)            subject
to the limitations set forth in Section 4(d) above, use its
best efforts to cause such Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities;


 


(m)          permit
any holder of Registrable Securities which holder, in its reasonable judgment,
might be deemed to be an underwriter or a controlling person of the Company, to
participate in the preparation of such registration or comparable statement and
to require the insertion therein of material which, in the reasonable judgment
of such holder and the Company, should be included;


 


(n)           obtain
one or more cold comfort letters, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
dated the date of the closing under the underwriting agreement), from the
Company’s independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as the holders
of a majority of the Registrable Securities being sold in such registered
offering reasonably request (provided that such Registrable
Securities constitute at least 10% of the securities covered by such
registration statement); and


 


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(o)           provide
a legal opinion of the Company’s outside counsel, dated the effective date of
such registration statement (or, if such registration includes an underwritten
public offering, dated the date of the closing under the underwriting
agreement), with respect to the registration statement, each amendment and
supplement thereto, the prospectus included therein (including the preliminary
prospectus) and such other documents relating thereto in customary form and
covering such matters of the type customarily covered by legal opinions of such
nature.


 


Any
member of management of the Company who is a holder of Registrable Securities
agrees that if and for so long as he is employed by the Company or any
affiliate thereof as a member of the Company’s management, he shall participate
as reasonably requested in the sale process, including the preparation of the
registration statement and the preparation and presentation of any road
shows.  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.


 


The
Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request in writing.


 


Upon receipt of notice from the Company of the
existence of any event of the kind described in Section 4(e) or Section 4(k)
above, each seller of Registrable Securities shall immediately discontinue
disposition of Registrable Securities pursuant to the registration statement
until the registration statement has been supplemented or amended in accordance
with Section 4(e) or until withdrawal of the stop order referred to
in Section 4(k).


 


5.             Registration Expenses.


 


(a)           Subject
to Section 5(b) below, all expenses incident 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, travel expenses, filing expenses, messenger and
delivery expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company, and fees and disbursements of all
independent certified public accountants, underwriters including, if necessary,
a “qualified independent underwriter” within the meaning of the rules of
the National Association of Securities Dealers, Inc. (in each case,
excluding discounts and commissions), and other Persons retained by the Company
or by the Investors  or their
affiliates on behalf of the Company (all such expenses being herein called “Registration
Expenses”), shall be borne as provided in this Agreement, except that the
Company shall, in any event, 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 


 


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fees for listing the securities to be registered on
each securities exchange on which similar securities issued by the Company are
then listed or on the NASD automated quotation system (or any successor or
similar system).


 


(b)           In
connection with each Demand Registration and each Piggyback Registration, the
Company shall reimburse the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities included in such
registration.


 


(c)           To
the extent Registration Expenses are not required to be paid by the Company,
each holder of securities included in any registration hereunder shall pay
those Registration Expenses allocable to the registration of such holder’s
securities so included, and any Registration Expenses not so allocable shall be
borne by all sellers of securities included in such registration in proportion
to the aggregate selling price of the securities to be so registered on behalf
of each such holder.


 


6.             Indemnification.


 


(a)           The
Company agrees to indemnify and hold harmless, to the fullest extent permitted
by law, each holder of Registrable Securities, its officers, directors, agents,
and employees, and each Person who controls such holder (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities, and
expenses (or actions or proceedings, whether commenced or threatened, in
respect thereof), whether joint and several or several, together with
reasonable costs and expenses (including reasonable attorney’s fees) to which
any such indemnified party may become subject under the Securities Act or
otherwise (collectively, “Losses”) caused by, resulting from, arising
out of, based upon, or relating to (i) any untrue or alleged untrue
statement of material fact contained in (A) any registration statement,
prospectus (including a free-writing prospectus) or preliminary prospectus, or
any amendment thereof or supplement thereto or (B) any application or
other document or communication (in this Section 6, collectively
called an “application”) executed by or on behalf of the Company or
based upon written information furnished by or on behalf of the Company filed
in any jurisdiction in order to qualify any securities covered by such
registration under the “blue sky” or securities laws thereof or (ii) any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company
will reimburse such holder and each such director, officer, and controlling
Person for any legal or any other expenses incurred by them in connection with
investigating or defending any such Losses; provided that
the Company shall not be liable in any such case to the extent that any such
Losses result from, arise out of, are based upon, or relate to an untrue
statement or alleged untrue statement, or omission or alleged omission, made in
such registration statement, any such prospectus (including a free-writing
prospectus), or preliminary prospectus or any amendment or supplement thereto,
or in any application, in reliance upon, and in conformity with, written
information prepared and furnished in writing to the Company by such holder
expressly for use therein or by such holder’s failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same.  In connection with an
underwritten offering, the Company shall indemnify such underwriters, their
officers and directors, and each Person who


 


10














 


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 fullest extent permitted by law, shall indemnify and hold harmless the
other holders of Registrable Securities and the Company, and their respective
officers, directors, agents, and employees, and each other Person who controls
the Company (within the meaning of the Securities Act) against any Losses
caused by, resulting from, arising out of, based upon, or relating to (i) any
untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus, or any amendment
thereof or supplement thereto or in any application, or (ii) any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is made in such registration statement,
any such prospectus or preliminary prospectus or any amendment or supplement
thereto, or in any application in reliance upon and in conformity with written
information prepared and furnished to the Company by such holder expressly for
use therein, and such holder will reimburse the Company and each such other
indemnified party for any legal or any other expenses incurred by them in
connection with investigating or defending any such Losses; provided that
the obligation to indemnify will be individual, not joint and several, for each
holder and shall be limited to the net amount of proceeds received by such
holder from the sale of Registrable Securities pursuant to such registration
statement.


 


(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 shall
not impair any Person’s right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) 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, then 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 counsel 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 shall be in addition to any
other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract, and will remain in full force and effect
regardless of any investigation made or omitted by or on behalf of the
indemnified party or any officer, director, or controlling Person of such
indemnified party and shall survive the transfer of securities.


 


11

















 


(e)           If
the indemnification provided for in this Section 6 is unavailable
to or is insufficient to hold harmless an indemnified party under the
provisions above in respect to any Losses referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of such Losses (i) in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and the sellers of
Registrable Securities and any other sellers participating in the registration
statement on the other hand or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, then in such proportion as is appropriate
to reflect not only the relative fault referred to in clause (i) above but
also the relative benefit of the Company on the one hand and of the sellers of
Registrable Securities and any other sellers participating in the registration
statement on the other in connection with the statement or omissions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative benefits
received by the Company on the one hand and the sellers of Registrable
Securities and any other sellers participating in the registration statement on
the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) to the Company bear to
the total net proceeds from the offering (before deducting expenses) to the
sellers of Registrable Securities and any other sellers participating in the
registration statement.  The relative
fault of the Company on the one hand and of the sellers of Registrable
Securities and any other sellers participating in the registration statement on
the other shall be determined by reference to, among other things, whether the
untrue statement or alleged omission to state a material fact relates to
information supplied by the Company or by the sellers of Registrable Securities
or other sellers participating in the registration statement and the parties’
relative intent, knowledge, access to information, and opportunity to correct
or prevent such statement or omission.


 


(f)            The
Company and the sellers of Registrable Securities agree that it would not be just
and equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation (even if the sellers of Registrable
Securities were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in Section 6(e) above.  The amount paid or payable by an indemnified
party as a result of the Losses referred to in Section 6(e) above
shall be deemed to include, subject to the limitations set forth above, any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6,
no seller of Registrable Securities shall be required to contribute pursuant to
this Section 6 any amount in excess of the sum of (i) any
amounts paid pursuant to Section 6(b) above and (ii) the
net proceeds received by such seller from the sale of Registrable Securities
covered by the registration statement filed pursuant hereto.  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.


 


7.             Participation in Underwritten Registrations.


 


(a)           No
Person may participate in any underwritten registration hereunder unless such
Person (i) 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 


 


12

















 


arrangements (including pursuant to the terms of any over-allotment or “green
shoe” option requested by the managing underwriter(s); provided that
no holder of Registrable Securities will be required to sell more than the
number of Registrable Securities that such holder has requested the Company to
include in any registration) and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements, and
other documents reasonably required of each holder of Registrable Securities
under the terms of such underwriting arrangements; and further provided that
no holder of Registrable Securities included in any underwritten registration
shall be required to make any representations or warranties to the Company or
the underwriters (other than representations and warranties regarding such
holder and such holder’s intended method of distribution) or to undertake any
indemnification obligations to the Company or the underwriters with respect
thereto, except as otherwise provided in Section 6 hereof.


 


(b)           Each
Person that is participating in any registration hereunder agrees that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Sections 4(e) or 4(k) above, such
Person will immediately discontinue the disposition of its Registrable
Securities pursuant to the registration statement until such Person’s receipt
of the copies of a supplemented or amended prospectus as contemplated by Section 4(e) or
the withdrawal of the stop order as contemplated by Section 4(k),
as the case may be.  In the event the
Company shall give any such notice, the applicable time period mentioned in Section 4(b) during
which a Registration Statement is to remain effective shall be extended by the
number of days during the period from and including the date of the giving of
such notice pursuant to this Section 7(b) to and including the
date when each seller of a Registrable Security covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 4(e) or the withdrawal of
the stop order as contemplated by Section 4(k), as the case may be.


 


8.             Additional Stockholders.  In connection with the issuance of any
additional equity securities of the Company, the Company, with the consent of
the Majority Holders, may permit such Person to become a party to this
Agreement and succeed to all of the rights and obligations of a holder of
Registrable Securities under this Agreement by obtaining an executed
counterpart signature page to this Agreement, and, upon such execution,
such Person shall for all purposes be a holder of Registrable Securities and
party to this Agreement.


 


9.             Definitions.


 


(a)           “Ares
Registrable Securities” means (i) any shares of Common Stock received
upon the conversion of any Series A Preferred acquired by Ares as of the
date hereof pursuant to the Ares Purchase, (ii) any shares of Common Stock
acquired after the date hereof, or received upon the conversion of any Series A
Preferred acquired after the date hereof, by Ares, and (iii) any other
Common Stock issued or issuable directly or indirectly with respect to the
securities referred to in clauses (i) or (ii) above by way of a stock
dividend or stock split or in connection with an exchange or combination of
shares, recapitalization, merger, consolidation, or other reorganization.


 


13

















 


(b)           “CB
Funds Registrable Securities” means (i) any shares of Common Stock
received upon the conversion of any Series A Preferred acquired by CB
Funds as of the date hereof pursuant to the CBII Purchase or the CBPF Purchase,
(ii) any shares of Common Stock acquired after the date hereof, or
received upon the conversion of any Series A Preferred acquired after the
date hereof, by CB Funds, and (iii) any other Common Stock issued or
issuable directly or indirectly with respect to the securities referred to in
clauses (i) or (ii) above by way of a stock dividend or stock split
or in connection with an exchange or combination of shares, recapitalization,
merger, consolidation, or other reorganization.


 


(c)           “Common
Stock” means any class of the Company’s common stock.


 


(d)           “Investor
Registrable Securities” means (i) any shares of Common Stock received
upon the conversion of any Series A Preferred acquired by the Investors as
of the date hereof pursuant to the Investor Purchase Agreement, (ii) any
shares of Common Stock acquired after the date hereof, or received upon the
conversion of any Series A Preferred acquired after the date hereof, by an
Investor or one of its Affiliates, and (iii) any other Common Stock issued
or issuable directly or indirectly with respect to the securities referred to
in clauses (i) or (ii) above by way of a stock dividend or stock
split or in connection with an exchange or combination of shares,
recapitalization, merger, consolidation, or other reorganization.


 


(e)           “Majority
Holders” means, as of any date of determination, the holders of a majority
of the Registrable Securities.


 


(f)            “Person”
means an individual, a partnership, a limited liability company, a corporation,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, an investment fund, any other business entity and
a governmental entity or any department, agency or political subdivision
thereof.


 


(g)           “Purchasers”
means, collectively, MR Default Services LLC, E-Default Services LLC and
Statewide Tax and Title Services LLC.


 


(h)           “RBS
Registrable Securities” means (i) any shares of Common Stock received
upon the conversion of any Series A Preferred acquired by RBS as of the
date hereof pursuant to the RBS Purchase Agreement, (ii) any shares of
Common Stock acquired after the date hereof, or received upon the conversion of
any Series A Preferred acquired after the date hereof, by RBS, and (iii) any
other Common Stock issued or issuable directly or indirectly with respect to
the securities referred to in clauses (i) or (ii) above by way of a
stock dividend or stock split or in connection with an exchange or combination
of shares, recapitalization, merger, consolidation, or other reorganization.


 


(i)            “Registrable
Securities” means, collectively, the Investor Registrable Securities, the
RBS Registrable Securities, the Rollover Holders Registrable Securities, the
Ares Registrable Securities and the CB Funds Registrable Securities.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when they have been (i) 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 


 


14

















 


Securities Act (or any similar rule then in force), (ii) unless
the respective Stockholder otherwise elects, distributed to the limited
partners of any of the Stockholders, (iii) have been effectively
registered under a registration statement including, a registration statement
on Form S-8 (or any successor form), (iv) otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act, or (v) repurchased
by the Company.  For purposes of this
Agreement, a Person shall be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire, directly or indirectly, such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.


 


(j)            “Registration
Expenses” has the meaning set forth in Section 5(a) above.


 


(k)           “Requisite
Holders” means, as of any date of determination, the holders of at least
40% of the Registrable Securities.


 


(l)            “Rollover
Holders Registrable Securities” means (i) any shares of Common Stock
received upon the conversion of any Series A Preferred acquired by such
Rollover Holder as of the date hereof from McCalla in connection with the
Contribution Agreement, (ii) any shares of Common Stock acquired after the
date hereof, or received upon the conversion of any Series A Preferred
acquired after the date hereof, by such Rollover Holder (but specifically
excluding any shares of Common Stock received upon exercise of stock options of
the Company), and (iii) any other Common Stock issued or issuable directly
or indirectly with respect to the securities referred to in clauses (i) or
(ii) above by way of a stock dividend or stock split or in connection with
an exchange or combination of shares, recapitalization, merger, consolidation,
or other reorganization.


 


(m)          “Securities
Act” means the Securities Act of 1933, as amended, or any successor federal
law then in force, together with all rules and regulations promulgated
thereunder.


 


(n)           “Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended, or any
successor federal law then in force, together with all rules and
regulations promulgated thereunder.


 


(o)           “Series A
Preferred” means the Company’s Series A Convertible Preferred Stock.


 


10.           Miscellaneous.


 


(a)           No
Inconsistent Agreements.  The Company
shall not hereafter enter into any agreement with respect to its securities
that is inconsistent with or violates the rights granted to the holders of
Registrable Securities in this Agreement.


 


15

















 


(b)           Adjustments
Affecting Registrable Securities. 
The Company shall not take any action, or permit any change to occur,
with respect to its securities that would adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or that would materially
adversely affect the marketability of such Registrable Securities in any such
registration (including effecting a unit split or a combination of units).


 


(c)           Remedies.  Any Person having rights under any provision
of this Agreement shall 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.  Nothing contained in this Agreement shall be
construed to confer upon any Person who is not a signatory hereto or who does
not become party hereto pursuant to Section 8 above any rights or
benefits, whether as a third-party beneficiary or otherwise.


 


(d)           Amendments
and Waivers.  Except as otherwise
provided herein, no modification, amendment, or waiver of any provision of this
Agreement shall be effective against the Company or the holders of Registrable
Securities unless such modification, amendment, or waiver is approved in writing
by the Company or the Majority Holders, respectively; provided that no
such amendment or modification that would materially and adversely affect
holders of one class or group of Registrable Securities in a manner different
than holders of any other class or group of Registrable Securities (other than
amendments and modifications required to implement the provisions of Section 8)
shall be effective against the holders of such class or group of Registrable
Securities without the prior written consent of holders of at least a majority
of Registrable Securities of such class or group materially and adversely
affected thereby.  No failure by any
party to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement or to exercise any right or remedy consequent upon
a breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement, or condition.


 


(e)           Successors
and Assigns.  All covenants and
agreements in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto 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 are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities. 
Notwithstanding the foregoing, in order to obtain the benefit of  this Agreement, any subsequent holder of
Registrable Securities must execute a counterpart to this Agreement, thereby
agreeing to be bound by the terms hereof.


 


(f)            Severability.  Whenever possible, each provision of this
Agreement shall 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
invalid, illegal or unenforceable in any respect under 


 


16

















 


any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


(g)           Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts (including by means of facsimile), any one of which
need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.


 


(h)           Descriptive
Headings; Interpretation.  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 shall include the corresponding masculine, feminine, or
neuter forms, and the singular form of nouns, pronouns, and verbs shall include
the plural and vice versa.  The use of
the word “including” in this Agreement shall be, in each case, by way of
example and without limitation.  The use
of the words “or,” “either,” and “any” shall not be
exclusive.  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
thereof, and, if applicable, hereof.


 


(i)            Governing
Law.  The Delaware General
Corporation Law shall govern all issues and questions concerning the relative
rights of the Company and its stockholders. 
All other issues and questions concerning the construction, validity,
interpretation, and enforcement of this Agreement and the exhibits and
schedules hereto shall 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)            MUTUAL
WAIVER OF JURY TRIAL.  BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY
OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING
OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(k)           Notices.  All notices, demands, or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid), mailed to the recipient by certified or 


 


17

















 


registered mail, return receipt requested and postage prepaid or
telecopied to the recipient (with hard copy sent to the recipient by reputable
overnight courier service (charges prepaid) that same day) if telecopied before
5:00 p.m. Wilmington, Delaware time on a business day, and otherwise on
the next business day.  Such notices,
demands, and other communications shall be sent to each Rollover Holder, each
Investor, RBS, Ares, CBII and CBPF at the addresses indicated on the Schedule
of Holders and to the Company at the address of its corporate headquarters 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.


 


(l)            No
Strict Construction.  The parties
hereto 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 shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.


 


*     *    
*     *    *


 


18














 


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


 


	
   

  	
  MR PROCESSING HOLDING
  CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer Dorris

  
	
   

  	
   

  	
  Name:

  	
  Jennifer Dorris

  
	
   

  	
   

  	
  Its:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREAT HILL EQUITY
  PARTNERS II LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Great Hill Partners
  GP II, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew T. Vettel

  
	
   

  	
   

  	
  Name: 

  	
  Matthew T. Vettel

  
	
   

  	
   

  	
  Title:

  	
  A Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREAT HILL EQUITY
  PARTNERS III, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Great Hill Partners GP
  III, LP, its General Partner

  
	
   

  	
   

  	
  By: GHP III, LLC, its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew T. Vettel

  
	
   

  	
   

  	
  Name:

  	
  Matthew T. Vettel

  
	
   

  	
   

  	
  Title:

  	
  A Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREAT HILL AFFILIATE
  PARTNERS II LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Great Hill Partners GP
  II, LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew T. Vettel

  
	
   

  	
   

  	
  Name:

  	
  Matthew T. Vettel

  
	
   

  	
   

  	
  Title:

  	
  A Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREAT HILL INVESTORS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew T. Vettel

  
	
   

  	
   

  	
  Name:

  	
  Matthew T. Vettel

  
	
   

  	
   

  	
  Title:

  	
  A Manager

  



 


SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  /s/ Daniel D. Phelan

  
	
   

  	
  DANIEL D. PHELAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John G. Aldridge, Jr.

  
	
   

  	
  JOHN G. ALDRIDGE, JR.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Penni Alper

  
	
   

  	
  PENNI ALPER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Shell L. Rutledge

  
	
   

  	
  SHELL L. RUTLEDGE

  



 


SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  ARES CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Arougheti

  
	
   

  	
   

  	
  Name:

  	
  Michael Arougheti

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  C&B FUND II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore J. Bender,
  III

  
	
   

  	
   

  	
  Name:

  	
  Theodore
  J. Bender, III

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C&B FUND II (PF),
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore J. Bender,
  III

  
	
   

  	
   

  	
  Name:

  	
  Theodore J. Bender, III

  
	
   

  	
   

  	
  Title:

  	
  Manager

  



 


SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  RBS EQUITY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Stafeil

  
	
   

  	
   

  	
  Name:

  	
  William Stafeil

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT


 

















 


SCHEDULE OF
HOLDERS


 


Investors


 


	
  Great Hill Equity Partners II Limited Partnership

  
	
  One
  Liberty Square, 13th Floor

  	
   

  
	
  Boston,
  MA 02109

  	
   

  
	
  Attention:
  Matthew T. Vettel

  	
   

  
	
  Facsimile:
  (617) 790-9401

  	
   

  
	
   

  	
   

  
	
  Great
  Hill Equity Partners III, LP

  	
   

  
	
  One
  Liberty Square, 13th Floor

  	
   

  
	
  Boston,
  MA 02109

  	
   

  
	
  Attention:
  Matthew T. Vettel

  	
   

  
	
  Facsimile:
  (617) 790-9401

  	
   

  
	
   

  	
   

  
	
  Great Hill Affiliate Partners II Limited
  Partnership

  
	
  One
  Liberty Square, 13th Floor

  	
   

  
	
  Boston,
  MA 02109

  	
   

  
	
  Attention:
  Matthew T. Vettel

  	
   

  
	
  Facsimile:
  (617) 790-9401

  	
   

  
	
   

  	
   

  
	
  Great Hill Investors, LLC

  	
   

  
	
  One
  Liberty Square, 13th Floor

  	
   

  
	
  Boston,
  MA 02109

  	
   

  
	
  Attention:
  Matthew T. Vettel

  	
   

  
	
  Facsimile:
  (617) 790-9401

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Kirkland &
  Ellis LLP

  
	
   

  	
  200 East Randolph Drive

  
	
   

  	
  Chicago, Illinois

  
	
   

  	
  Attention: Jeffrey
  Seifman, P.C.

  
	
   

  	
  Fax: (312) 861-2200

  
	
   

  	
   

  
	
  RBS Equity Corporation

  	
   

  
	
  101
  Park Avenue, 10th Floor

  	
   

  
	
  New
  York, NY 10178

  	
   

  
	
  Attention:
  Andrew Weinberg

  	
   

  
	
  Tel:
  212-401-1330

  	
   

  
	
  Fax:
  212-401-1391

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Latham & Watkins LLP

  



 

















 


	
   

  	
  633 W. 5th Street,
  Suite 4000

  
	
   

  	
  Los Angeles, CA 90071

  
	
   

  	
  Attention: John
  Mendez, Esq.

  
	
   

  	
  Telephone: 213-891-8181

  
	
   

  	
  Facsimile: 213-891-8763

  
	
   

  	
   

  
	
  Rollover Holders

  	
   

  
	
   

  	
   

  
	
  Daniel
  D. Phelan

  	
   

  
	
  14885 East Bluff Road

  	
   

  
	
  Alpharetta,
  GA 30004

  	
   

  
	
   

  	
   

  
	
  John
  G. Aldridge, Jr.

  	
   

  
	
  951
  West Conway Drive, NW

  	
   

  
	
  Atlanta, Georgia 30327

  	
   

  
	
   

  	
   

  
	
  Penni
  Alper

  	
   

  
	
  1273 Manor Oaks Court

  	
   

  
	
  Dunwoody,
  GA 30338

  	
   

  
	
   

  	
   

  
	
  Shell
  Rutledge

  	
   

  
	
  3520 River Ferry Drive

  	
   

  
	
  Alpharetta, GA 30022

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Hunton &
  Williams LLP

  
	
   

  	
  Bank of America Plaza

  
	
   

  	
  600 Peachtree Street,
  N.E., Suite 4100

  
	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
  Attention: Joseph B.
  Alexander, Jr.

  
	
   

  	
  Fax: 404-602-9004

  
	
   

  	
   

  
	
  Ares

  	
   

  
	
   

  	
   

  
	
  Ares Capital
  Corporation

  	
   

  
	
  780 Third Avenue, 46th
  Floor

  	
   

  
	
  New York, NY 10003

  	
   

  
	
  Attention: Michael
  Smith

  	
   

  
	
  Phone: 212-750-7300

  	
   

  
	
  Fax:
  212-750-1777

  	
   

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Thomas C. Mellor

  
	
   

  	
  Bingham McCutcheon LLP

  
	
   

  	
  399 Park Avenue

  
	
   

  	
  New York 10022-4689

  



 

















 


	
   

  	
  Phone: 212-705-7425

  
	
   

  	
  Fax: 212-508-1459

  
	
   

  	
   

  
	
  CBII

  	
   

  
	
   

  	
   

  
	
  Theodore J. Bender, III

  	
   

  
	
  Managing Director

  	
   

  
	
  Croft & Bender

  	
   

  
	
  4200 Northside Parkway NW, Building 1

  	
   

  
	
  Atlanta, GA 30327

  	
   

  
	
  Phone: 404-841-0053

  	
   

  
	
  Fax: 404-841-3135

  	
   

  
	
   

  	
   

  
	
  CBPF

  	
   

  
	
   

  	
   

  
	
  Theodore J. Bender, III

  	
   

  
	
  Managing Director

  	
   

  
	
  Croft & Bender

  	
   

  
	
  4200 Northside Parkway NW, Building 1

  	
   

  
	
  Atlanta, GA 30327

  	
   

  
	
  Phone: 404-841-0053

  	
   

  
	
  Fax: 404-841-3135

  	
   

  
	
   

  	
   

  
	
  Other Stockholders

  	
   

  
	
   

  	
   

  
	
  NONE