exv4w3



 






Exhibit 4.3

















AMENDED AND RESTATED




REGISTRATION RIGHTS AGREEMENT




DATED AS OF SEPTEMBER 30, 2004




AMONG




VENTURI PARTNERS, INC.




AND




THE PARTIES NAMED HEREIN


















 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE

	Section 1.

	 	Definitions
	 	 	1	 
	Section 2.

	 	Demand Registrations
	 	 	4	 
	Section 3.

	 	Piggyback Registrations
	 	 	6	 
	Section 4.

	 	Shelf Registration
	 	 	7	 
	Section 5.

	 	Obligations of the Company
	 	 	7	 
	Section 6.

	 	Registration Expenses
	 	 	12	 
	Section 7.

	 	Indemnification
	 	 	12	 
	Section 8.

	 	Rules 144 and 144A
	 	 	15	 
	Section 9.

	 	Underwritten Registrations
	 	 	15	 
	Section 10.

	 	Covenants of Holders
	 	 	16	 
	Section 11.

	 	Miscellaneous
	 	 	16	 








 









 









AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




     THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is made and entered into as of September 30, 2004, by and among Venturi
Partners, Inc., a Delaware corporation (the “Company”), and the parties
identified as “Investors” on the signature pages hereto (each an “Investor” and
together the “Investors”).



PRELIMINARY STATEMENTS




     A. The Company entered into a Registration Rights Agreement dated as of
April 14, 2003 (the “Registration Rights Agreement”) with several investors
pursuant to which the Company agreed to provide the Investors with certain
registration rights set forth therein.



     B. The Company, Venturi Technology Partners, LLC, VTP, Inc., COMSYS
Information Technology Services, Inc., COMSYS Holding, Inc. (“Holding”) and
certain stockholders of Holding (the “Holding Stockholders”) entered into an
Agreement and Plan of Merger dated July 19, 2004 (the “Merger Agreement”),
pursuant to which, upon the terms and subject to the conditions thereof, VTP,
Inc. will be merged with and into Holding and Holding will be the surviving
entity (the “Merger”).



     C. As a condition to the consummation of the transactions contemplated by
the Merger Agreement, the Company is entering into a Registration Rights
Agreement with the Holding Stockholders to provide the Holding Stockholders
with certain registration rights (the “Holding Stockholders Registration Rights
Agreement”).



     D. Section 11(c) of the Registration Rights Agreement provides that the
provisions of the Registration Rights Agreement may be amended, modified,
supplemented or waived upon the prior written consent of the Company and the
Holders of a majority of the outstanding Registrable Securities.



     E. In connection with the foregoing, the Company and the Investors desire
to amend and restate the Registration Rights Agreement in its entirety as set
forth herein.



     Now, therefore, for good, valuable and binding consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, now agree as follows:



STATEMENT OF AGREEMENT




     Section 1. Definitions.



     As used in this Agreement, the following terms shall have the meanings set
forth below:



     “Charter” means the Amended and Restated Certificate of Incorporation of
the Company, as amended from time to time.



 









 





     “Commission” means the United States Securities and Exchange Commission or
any other United States federal agency at the time administering the Securities
Act.



     “Common Stock” means the Company’s common stock, par value $0.01 per
share, or any other shares of capital stock or other securities of the Company
into which such shares of Common Stock shall be reclassified or changed,
including, by reason of a merger, consolidation, reorganization or
recapitalization. If the Common Stock has been so reclassified or changed, or
if the Company pays a dividend or makes a distribution on the Common Stock in
shares of capital stock, or subdivides (or combines) its outstanding shares of
Common Stock into a greater (or smaller) number of shares of Common Stock, a
share of Common Stock shall be deemed to be such number of shares of stock and
amount of other securities to which a holder of a share of Common Stock
outstanding immediately prior to such change, reclassification, exchange,
dividend, distribution, subdivision or combination would be entitled.



     “Credit Restructure Agreement” means the Credit Restructure Agreement
dated April 11, 2003, among the Company and certain Investors pursuant to which
the Company issued to such Investors Warrants to purchase Common Stock.



     “Delay Period” has the meaning set forth in Section 5(a) of this
Agreement.



     “Demand Notice” has the meaning set forth in Section 2(a) of this
Agreement.



     “Demand Registration” has the meaning set forth in Section 2(a) of this
Agreement.



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder.



     “Holder” means a person who owns Registrable Securities and is either (i)
an Investor or a Permitted Transferee of an Investor that has agreed to be
bound by the terms of this Agreement as if such Person were an Investor, (ii)
upon the death of any Holder, the executor of the estate of such Holder or such
Holder’s heirs, devisees, legatees or assigns or (iii) upon the disability of
any Holder, any guardian or conservator of such Holder.



     “Interruption Period” has the meaning set forth in the last paragraph in
Section 5(c).



     “Losses” has the meaning set forth in Section 7(a) of this Agreement.



     “Misstatement/Omission” has the meaning set forth in Section 7(a) of this
Agreement.



     “Permitted Transferee” means any Person to whom the rights under this
Agreement have been assigned in accordance with the provisions of Section 11(d)
hereof.



     “Person” means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.



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     “Piggyback Registration” has the meaning set forth in Section 3(a) of this
Agreement.



     “Prospectus” means the prospectus included in any Registration Statement,
as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.



     “Registrable Securities” means (i) the shares of Common Stock issued to
the Investors pursuant to the Restructuring Agreement, (ii) any shares of
Common Stock issued or issuable upon the conversion of the Series B Preferred
Stock and (iii) any shares of Common Stock issued or issuable upon the exercise
of any of the Warrants. If as a result of any reclassification, stock dividends
or stock splits or in connection with a combination of shares,
recapitalization, merger, consolidation, or other reorganization or other
transaction or event, any capital stock, evidence of indebtedness, warrants,
options, rights or other securities (collectively “Other Securities”) are
issued or transferred to a Holder in respect of Registrable Securities held by
the Holder, references herein to Registrable Securities shall be deemed to
include such Other Securities. As to any particular Registrable Securities,
such securities will cease to be Registrable Securities when (i) they have been
distributed to the public pursuant to an offering registered under the
Securities Act, (ii) they have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, or (iii) they have
been sold to any Person to whom the rights under this Agreement are not
assigned in accordance with this Agreement.



     “Registration Statement” means any registration statement under the
Securities Act of the Company that covers any of the Registrable Securities,
including the related Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits, and all materials incorporated by reference or deemed
to be incorporated by reference in such registration statement or Prospectus.



     “Required Holders” means Holders of at least a majority of the aggregate
amount of all Registrable Securities outstanding.



     “Restructuring Agreement” means the Restructuring Agreement dated March
14, 2003, among the Company and certain Investors, and a Participation
Agreement, dated March 14, 2003, between the Company and an Investor, pursuant
to which the Company issued shares of its Common Stock and preferred stock
convertible into Common Stock to certain of the Investors.



     “Securities Act” means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated
thereunder.



     “Shelf Registration” has the meaning set forth in Section 4(a) of this
Agreement.



     “Warrants” means the common stock purchase warrants issued by the Company
pursuant to the Credit Restructure Agreement.



3









 





     Section 2. Demand Registrations.



          (a) Right to Demand. Upon the terms and subject to the conditions of this
Agreement, the Required Holders shall have the right, by written notice (the
“Demand Notice”) given to the Company, to request the Company to register under
and in accordance with the provisions of the Securities Act all or part of the
Registrable Securities designated by such Holders (a “Demand Registration”).
Upon receipt of any such Demand Notice, the Company will promptly notify all
other Holders of the receipt of such Demand Notice and allow them the
opportunity to include Registrable Securities in the proposed registration by
giving notice to the Company within five days after the Holder receives such
notice; provided, that Holders joining in a proposed registration pursuant to
this sentence shall not be deemed to have exercised a Demand Registration for
purposes of Section 2(b) hereof and such Holders shall be included in such
registration on the basis set forth in Section 2(h) hereof. Notwithstanding
anything herein to the contrary, the Company shall not be required to honor a
request for a Demand Registration if the Company has not received Demand
Notices from the Required Holders. The Company shall not be required to
register any Registrable Securities under this Section 2 unless the anticipated
aggregate offering price to the public for any such offering of the Registrable
Securities included in such Demand Notice is expected to be at least $5
million.



          (b) Number of Demand Registrations. The Required Holders shall be
entitled to have two Demand Registrations effected. A Demand Registration shall
not be deemed to be effected and shall not count as a Demand Registration of
any Person (i) if a Registration Statement with respect thereto shall not have
become effective under the Securities Act and remained effective for at least
180 days (excluding any Interruption Period) or until the completion of the
distribution of the Registrable Securities thereunder, whichever is earlier
(including, without limitation, because of withdrawal of such Registration
Statement by the Holders pursuant to Section 2(f) hereunder), (ii) if, after it
has become effective, such registration is interfered with for any reason by
any stop order, injunction or other order or requirement of the Commission or
any governmental authority, or as a result of the initiation of any proceeding
for such stop order by the Commission through no fault of the Holders and the
result of such interference is to prevent the Holders from disposing of such
Registrable Securities proposed to be sold in accordance with the intended
methods of disposition, (iii) the Company exercises its rights with respect to
a Delay Period under Section 5(a) and the result is a delay in the proposed
distribution of any Registrable Securities and the Holders determine not to
sell such Registrable Securities pursuant to such registration as a result of
such delay, or (iv) if the conditions to closing specified in the purchase
agreement or underwriting agreement entered into in connection with any
underwritten offering shall not be satisfied or waived with the consent of the
Required Holders, other than as a result of any breach by the Holders or any
underwriter of its obligations thereunder or hereunder.



          (c) Registration Statement. Subject to paragraph (a) above, as soon as
practicable, but in any event within 45 days of the date on which the Company
first receives one or more Demand Notices from the Required Holders pursuant to
Section 2(a) hereof, the Company shall file with the Commission a Registration
Statement on the appropriate form for the registration and sale of the total
number of Registrable Securities specified in such Demand Notice, together with
the number of Registrable Securities requested to be included in the Demand
Registration by other Holders, in accordance with the intended method or
methods of



4









 







distribution specified by the Holders in such Demand Notice. The Company
shall use its reasonable best efforts to cause such Registration Statement to
be declared effective by the Commission as soon as reasonably practicable.
Notwithstanding the foregoing, the Company shall not be obligated to file a
Registration Statement pursuant to this Section 2(c) if the offering requested
to be registered is a delayed or continuous offering under Rule 415 under the
Securities Act and such offering is available for the Holders, in which case
the registration shall be made by the Company pursuant to Section 4 hereof.



          (d) Amendments; Supplements. Subject to Section 5(a), upon the occurrence
of any event that would cause the Registration Statement (A) to contain a
material misstatement or omission or (B) to be not effective and usable for
resale of Registrable Securities during the period that such Registration
Statement is required to be effective and usable, the Company shall file an
amendment to the Registration Statement as soon as reasonably practicable, in
the case of clause (A), correcting any such misstatement or omission and, in
the case of either clause (A) or (B), use its reasonable best efforts to cause
such amendment to be declared effective and such Registration Statement to
become usable as soon as reasonably practicable thereafter.



          (e) Effectiveness. The Company agrees to use its reasonable best efforts
to keep any Registration Statement filed pursuant to this Section 2
continuously effective and usable for the sale of Registrable Securities until
the earlier of (i) 180 days from the date on which the Commission declares such
Registration Statement effective (excluding any Interruption Period), or (ii)
the date on which all the Registrable Securities covered by such Registration
Statement have been sold pursuant to such Registration Statement.



          (f) Holders Withdrawal. Holders of a majority in number of the
Registrable Securities to be included in a Demand Registration pursuant to this
Section 2 may, at any time prior to the effective date of the Registration
Statement in respect thereof, revoke such request by providing a written notice
to the Company to such effect.



          (g) Preemption of Demand Registration. Notwithstanding anything to the
contrary contained herein, after receiving a written request for a Demand
Registration, the Company
may elect to effect an underwritten primary
registration in lieu of the Demand Registration if the Company’s Board of
Directors believes that such primary registration would be in the best
interests of the Company. If the Company so elects to effect a primary
registration, the Company shall give prompt written notice (which shall be
given not later than 20 days after the date of the Demand Notice) to all
holders of the Registrable Securities of its intention to effect such a
registration and shall afford the holders of the Registrable Securities the
rights contained in Section 3 with respect to Piggyback Registrations. In the
event that the Company so elects to effect a primary registration after
receiving a request for a Demand Registration, the Company shall use its
reasonable best efforts to have the Registration Statement declared effective
by the Commission as soon as reasonably practicable. In addition, the request
for a Demand Registration shall be deemed to have been withdrawn and such
primary registration shall not be deemed to be a Demand Registration.



          (h) Priority on Demand Registrations. If a Demand Registration is an
underwritten offering and includes securities for sale by the Company, and the
managing underwriter (such underwriter to be chosen by the Holders of a
majority of the Registrable



5









 







Securities included in such registration, subject to the Company’s
reasonable approval) advises the Company, in writing, that, in its good faith
judgment, the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
materially and adversely affecting the marketability of the offering, then the
Company will include in any such registration the maximum number of shares
which the managing underwriter advises the Company can be sold in such offering
allocated as follows: (i) first, the Registrable Securities requested to be
included in such registration by the initiating Holders and securities of other
Holders of Registrable Securities and other holders of registration rights
under the Holding Stockholder Registration Rights Agreement, with such
securities to be included on a pro rata basis (or in such other proportion
mutually agreed among such holders) based on the amount of securities requested
to be included therein and (ii) second, to the extent that any other securities
may be included without exceeding the limitations recommended by the
underwriter as aforesaid, the securities that the Company proposes to sell. If
the initiating Holders are not allowed to register all of the Registrable
Securities requested to be included by such Holders because of allocations
required by this section, such initiating Holders shall not be deemed to have
exercised a Demand Registration for purposes of Section 2(b).



     Section 3. Piggyback Registrations.



          (a) Right to Piggyback Registrations. Whenever the Company or another
party having registration rights proposes that the Company register any of the
Company’s equity securities under the Securities Act (other than a registration
on Form S-4 relating solely to a transaction described in Rule 145 of the
Securities Act or a registration on Form S-8 or any successor forms thereto),
whether or not for sale for the Company’s own account, the Company will give
prompt written notice of such proposed filing to all Holders at least 30 days
before the anticipated filing date. Such notice shall offer such Holders the
opportunity to register such amount of Registrable Securities as they shall
request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the
Company shall include in each such Piggyback Registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 20 days after such notice has been given by the
Holders to the Company. If the Registration Statement relating to the Piggyback
Registration is to cover an underwritten offering, such Registrable Securities
shall be included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters. Each Holder shall be
permitted to withdraw all or part of the Registrable Securities from a
Piggyback Registration at any time prior to the effective time of such
Piggyback Registration.



          (b) Priority on Piggyback Registrations. If a Piggyback Registration is
an underwritten offering, by or through one or more underwriters of recognized
standing and the managing underwriters advise the party or parties initiating
such offering in writing (a copy of which writing shall be provided to the
Holders) that in their good faith judgment the number of securities requested
to be included in such registration exceeds the number which can be sold in
such offering without materially and adversely affecting the marketability of
the offering, then any such registration shall include the maximum number of
shares which such managing underwriters advise can be sold in such offering
allocated as follows: (i) first, the securities the party or parties
initiating such offering propose to sell, and (ii) second, to the extent that
any other securities may be included without exceeding the limitations
recommended by the underwriters as aforesaid, (x) if the Company has initiated
such offering, the Registrable



6









 







Securities to be included in such registration by the Holders and
securities of other holders of registration rights under the Holding
Stockholders Registration Rights Agreement, with such additional securities to
be included on a pro rata basis (or in such other proportion mutually agreed
among the Holders and such other holders), based on the amount of Registrable
Securities and other securities requested to be included therein, and (y) if a
party other than the Company initiated such offering (subject to Section
3(b)(i) above), securities proposed to be sold by the Company, the Registrable
Securities to be included in such registration by the Holders and securities of
other holders of registration rights under the Holding Stockholders
Registration Rights Agreement, with such additional securities to be included
on a pro rata basis (or in such other proportion mutually agreed among the
Company, the Holders and such other holders), based on the amount of
Registrable Securities and other securities requested to be included therein.



     Section 4. Shelf Registration.



          (a) Right to Shelf Registration. The Company shall use its commercially
reasonable efforts to (i) file with the Commission as promptly as practicable
following the date of this Agreement (but in no event later than 60 days after
such date) a registration (“Shelf Registration”) for delayed or continuous
offerings of Registrable Securities in market transactions on any appropriate
form pursuant to Rule 415 under the Securities Act (or similar rule that may be
adopted by the Commission), which form shall be available for the sale of all
of the Registrable Securities outstanding on the effective date of the Shelf
Registration in accordance with the intended methods of distribution thereof
and (ii) cause the Shelf Registration to be declared effective by the
Commission as soon thereafter as practicable. The Company agrees to use its
commercially reasonable efforts to keep such Shelf Registration continuously
effective and usable for resale of Registrable Securities until the second
anniversary of the date of this Agreement or such shorter period which will
terminate at such time as the Holders have sold all the Registrable Securities
covered by such Registration Statement. At any time thereafter, any Holder or
Holders holding in the aggregate at least 5% of the outstanding shares of
Common Stock may request that the Company file and cause to be declared
effective a Shelf Registration.



          (b) Number of Shelf Registrations. The Holders shall be entitled to an
unlimited number of Shelf Registrations and no Shelf Registration shall be
counted as a Demand Registration for purposes of Section 2(a) hereof.



          (c) Agreement regarding Shelf Registration. Each Holder hereby waives any
claim it may have had against the Company for not filing a Shelf Registration
for the Registrable Securities prior to the time specified in Section 4(a)
above.



     Section 5. Obligations of the Company.



          (a) Delay Period. Notwithstanding the foregoing, the Company shall have
the right to delay the filing of any Registration Statement otherwise required
to be prepared and filed by the Company pursuant to Sections 2, 3 or 4, or to
suspend the use of any Registration Statement, for a period not in excess of 60
consecutive calendar days (a “Delay Period”) if (i) the Board of Directors of
the Company determines that filing or maintaining the effectiveness of such
Registration Statement would have a material adverse effect on the Company or
the holders



7









 







of its capital stock in relation to any material acquisition or
disposition, financing or other corporate transaction and the Board of
Directors of the Company has determined in good faith that disclosure thereof
would not be in the best interests of the Company and its holders of capital
stock at the time or (ii) the Board of Directors of the Company has determined
in good faith that the filing of a Registration Statement or maintaining the
effectiveness of a current Registration Statement would require disclosure of
material information that the Company has a valid business purpose for
retaining as confidential at such time. The Company shall be entitled to
exercise a Delay Period more than one time in any calendar year so long as such
exercise does not prevent the Holders from being entitled to at least 240 days
of effective registration rights per calendar year and that no Delay Period may
commence if it is less than 30 days from the end of the previous Delay Period.
Notwithstanding the foregoing, the number of days of effective registration
rights that the Holders shall be entitled to for calendar year 2004 will be pro
rated based on the number of days remaining in 2004 after the date of this
Agreement.



          (b) Shelf Registrations After Other Registrations. Other than the initial
Shelf Registration discussed in Section 4(a) above, the Company shall not be
obligated to effect any Shelf Registration within 120 days after the effective
date of a previous Registration Statement filed by the Company (except for
registrations on Form S-4 or Form S-8, or other forms prescribed under the
Securities Act for the same purpose or for an exchange offer).



          (c) Registration Procedures. Whenever the Company is required to register
Registrable Securities pursuant to Sections 2, 3 or 4 hereof, the Company will

use its reasonable best efforts to effect the registration to permit the sale
of such Registrable Securities in accordance with the intended method or
methods of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:



               (1) prepare and file with the Commission a Registration Statement with
respect to such Registrable Securities as prescribed by Sections 2, 3 or 4 on a
form available for the sale of the Registrable Securities by the holders
thereof in accordance with the intended method or methods of distribution
thereof and use reasonable best efforts to cause each such Registration
Statement to become and remain effective within the time periods and otherwise
as provided herein;



               (2) prepare and file with the Commission such amendments, (including
post-effective amendments) to the Registration Statement and such supplements
to the Prospectus as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Registration Statement
until such time as all of such securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof set
forth in such Registration Statement;



               (3) furnish to each selling Holder of Registrable Securities covered by a
Registration Statement and to each underwriter, if any, such number of copies
of such Registration Statement, each amendment and post-effective amendment
thereto, the Prospectus included in such Registration Statement (including each
preliminary prospectus and any supplement to such Prospectus and any other
prospectus filed under Rule 424 of the Securities Act), in each case including
all exhibits, and such other documents as such Holder may



8









 







reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Holder or to be disposed of by such
underwriter (the Company hereby consenting to the use in accordance with all
applicable law of each such Registration Statement (or amendment or
post-effective amendment thereto) and each such Prospectus (or preliminary
prospectus or supplement thereto) by each such Holder and the underwriters, if
any, in connection with the offering and sale of the Registrable Securities
covered by such Registration Statement or Prospectus);



               (4) use its reasonable best efforts to register or qualify and, if
applicable, to cooperate with the selling Holders, the underwriters, if any,
and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of, the
Registrable Securities for offer and sale under the securities or blue sky laws
of such jurisdictions as any selling Holder or managing underwriters (if any)
shall reasonably request, to keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
securities covered by the applicable Registration Statement; provided, that,
the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph or (ii) consent to general service of process or taxation in any such
jurisdiction where it is not so subject;



               (5) cause all such Registrable Securities to be listed or quoted (as the
case may be) on each national securities exchange or other securities market on
which securities of the same class as the Registrable Securities are then
listed or quoted;



               (6) provide a transfer agent and registrar for all such Registrable
Securities and a CUSIP number for all such Registrable Securities not later
than the effective date of such Registration Statement;



               (7) comply with all applicable rules and regulations of the Commission,
and make available to its security holders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (or in each case within such extended
period of time as may be permitted by the Commission for filing the applicable
report with the Commission) (i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in an underwritten
offering or (ii) if not sold to underwriters in such an offering, commencing on
the first day of the first fiscal quarter of the Company after the effective
date of a Registration Statement;



               (8) use reasonable best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or suspending the
qualification (or exemption from qualification) of any of the Registrable
Securities included therein for sale in any jurisdiction, and, in the event of
the issuance of any stop order suspending the effectiveness of a Registration
Statement, or of any order suspending the qualification of any Registrable
Securities included in such Registration Statement for sale in any
jurisdiction, the Company will



9









 







use its reasonable best efforts promptly to obtain the withdrawal of such
order at the earliest possible moment;



               (9) obtain “cold comfort” letters and updates thereof (which letters and
updates (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the Holders) from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each of the underwriters, if any, and each selling Holder of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection
with underwritten offerings and such other matters as the underwriters, if any,
or the Holders of a majority of the Registrable Securities being included in
the registration may reasonably request;



               (10) obtain opinions of independent counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the Holders
of a majority of the Registrable Securities being included in the
registration), addressed to each selling Holder and each of the underwriters,
if any, covering the matters customarily covered in opinions of issuer’s
counsel requested in underwritten offerings, such as the effectiveness of the
Registration Statement and such other matters as may be requested by such
counsel and underwriters, if any;



               (11) promptly notify the selling Holders and the managing underwriters, if
any, and confirm such notice in writing, when a Prospectus or any supplement or
post-effective amendment to such Prospectus has been filed, and, with respect
to a Registration Statement or any post-effective amendment thereto, when the
same has become effective, of any request by the Commission or any other
federal or state governmental authority for amendments or supplements to a
Registration Statement or related Prospectus or for additional information, of
the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement or of any order preventing or suspending the use of
any Prospectus or the initiation of any proceedings by any Person for that
purpose, of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities for offer or sale
under the securities or blue sky laws of any jurisdiction, or the
contemplation, initiation or threatening, of any proceeding for such purpose,
and of the happening of any event or the existence of any facts that make any
statement made in such Registration Statement or Prospectus untrue in any
material respect or that require the making of any changes in such Registration
Statement or Prospectus so that it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made (in the case of any Prospectus), not misleading
(which notice shall be accompanied by an instruction to the selling Holders and
the managing underwriters, if any, to suspend the use of the Prospectus until
the requisite changes have been made);



               (12) if requested by the managing underwriters, if any, or a Holder of
Registrable Securities being sold, promptly incorporate in a prospectus,
supplement or post-



10









 







effective amendment such information as the managing underwriters, if any,
and the Holders of a majority of the Registrable Securities being sold
reasonably request to be included therein relating to the sale of the
Registrable Securities, including, without limitation, information with respect
to the number of shares of Registrable Securities being sold to underwriters,
the purchase price being paid therefor by such underwriters and with respect to
any other terms of the underwritten offering of the Registrable Securities to
be sold in such offering, and make all required filings of such prospectus,
supplement or post-effective amendment promptly following notification of the
matters to be incorporated in such supplement or post-effective amendment;



               (13) if requested, furnish to each selling Holder of Registrable
Securities and the managing underwriter, without charge, at least one signed
copy of the Registration Statement;



               (14) as promptly as practicable upon the occurrence of any event
contemplated by Section 5(c)(11) above, prepare a supplement or post-effective
amendment to the Registration Statement or the Prospectus, or any document
incorporated therein by reference, or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities being
sold hereunder, the Prospectus will not contain an untrue statement of a
material fact or an omission to state a material fact required to be stated in
a Registration Statement or Prospectus or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and



               (15) if such offering is an underwritten offering, enter into such
agreements (including an underwriting agreement in form, scope and substance as
is customary in underwritten offerings) and take all such other appropriate and
reasonable actions requested by the Holders owning a majority of the
Registrable Securities being sold in connection therewith or by the managing
underwriters (including cooperating in reasonable marketing efforts, including
in connection with any Demand Registration, participation by senior executives
of the Company in any “roadshow” or similar meeting with potential investors)
in order to expedite or facilitate the disposition of such Registrable
Securities, and in such connection, provide indemnification provisions and
procedures substantially to the effect set forth in Section 7 hereof with
respect to all parties to be indemnified pursuant to said Section. The above
shall be done at each closing under such underwriting or similar agreement, or
as and to the extent required thereunder.



     Each Holder agrees by acquisition of such Registrable Securities that,
upon receipt of written notice from the Company of the happening of any event
of the kind described in Section 5(c)(11), such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Registration Statement contemplated by Section
5(c)(14), or until it is advised in writing by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus (such period during which disposition is
discontinued being an “Interruption Period”), and, if so directed by the
Company, such Holder will deliver to the Company all copies of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.



11









 





     Section 6. Registration Expenses.



          (a) Expenses Payable by the Company. The Company shall bear all expenses
incurred with respect to the registration or attempted registration of the
Registrable Securities pursuant to Sections 2, 3 and 4 of this Agreement as
provided herein. Such expenses shall include, without limitation, (i) all
registration, qualification and filing fees (including, without limitation, (A)
fees with respect to compliance with the Commission, (B) fees with respect to
filings required to be made with the national securities exchange or national
market system on which the Common Stock is then traded or quoted and (C) fees
and expenses of compliance with state securities or blue sky laws (including,
without limitation, fees and disbursements of counsel for the Company or the
underwriters, or both, in connection with blue sky qualifications of
Registrable Securities)), (ii) messenger and delivery expenses, word
processing, duplicating and printing expenses (including without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company, printing preliminary
prospectuses, prospectuses, prospectus supplements, including those delivered
to or for the account of the Holders and provided in this Agreement, and blue
sky memoranda), (iii) fees and disbursements of counsel for the Company, (iv)
fees and disbursements of all independent certificated public accountants for
the Company (including, without limitation, the expense of any “comfort
letters” required by or incident to such performance), (v) all out-of-pocket
expenses of the Company (including without limitation, expenses incurred by the
Company, its officers, directors, and employees performing legal or accounting
duties or preparing or participating in “roadshow” presentations or of any
public relations, investor relations or other consultants or advisors retained
by the Company in connection with any roadshow, including travel and lodging
expenses of such roadshows), (vi) fees and expenses incurred in connection with
the quotation or listing of shares of Common Stock on any national securities
exchange or other securities market, and (vii) reasonable fees and expenses of
one firm of counsel for all selling Holders (which shall be chosen by the
Holders of a majority of Registrable Securities to be included in such
offering).



          (b) Expenses Payable by the Holders. Each Holder shall pay all
underwriting discounts and commissions or placement fees of underwriters or
broker’s commissions incurred in connection with the sale or other disposition
of Registrable Securities for or on behalf of such Holder’s account.



     Section 7. Indemnification.



          (a) Indemnification by the Company. The Company agrees to indemnify, to
the fullest extent permitted by law, each Holder, each affiliate of a Holder
and each director, officer, employee, manager, stockholder, partner, member,
counsel, agent or representative of such Holder and its affiliates and each
Person who controls any such Person (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) (collectively, “Holder
Indemnified Parties”) against, and hold it and them harmless from, all losses,
claims, damages, liabilities, actions, proceedings, costs (including, without
limitation, costs of preparation and attorneys’ fees and disbursements) and
expenses, including expenses of investigation and amounts paid in settlement
(collectively, “Losses”) arising out of, caused by or based upon any untrue or
alleged untrue statement of material fact contained in any Registration
Statement, or any omission or alleged omission of a material fact required to
be stated therein or



12









 







necessary to make the statements therein not misleading (a
“Misstatement/Omission”), or any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law, or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law, except that the Company shall not be liable insofar as
such Misstatement/Omission or violation is made in reliance upon and in
conformity with information furnished in writing to the Company by such Holder
expressly for use therein; provided, further, that the Company shall not be
liable for a Holder’s failure to deliver or cause to be delivered (to the
extent such delivery is required under the Securities Act) the Prospectus
contained in the Registration Statement, furnished to it by the Company on a
timely basis at or prior to the time such action is required by the Securities
Act to the person claiming a Misstatement/Omission if such
Misstatement/Omission was corrected in such Prospectus. In connection with an
underwritten offering, the Company will indemnify such underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such underwriters (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders. This
indemnity shall be in addition to any other indemnification arrangements to
which the Company may otherwise be party. Notwithstanding the foregoing, the
indemnity contained in this section shall not apply to amounts paid in
settlement of any such Losses if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld).



          (b) Indemnification by the Holders. In connection with any Registration
Statement in which a Holder is participating, each such Holder agrees to
indemnify, to the fullest extent permitted by law, the Company and each
director and officer of the Company and each Person who controls the Company
(within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) against, and hold it harmless from, any Losses arising out of
or based upon (i) any Misstatement/Omission contained in the Registration
Statement, if and to the extent that such Misstatement/Omission was made in
reliance upon and in conformity with information furnished in writing by such
Holder for use therein, or (ii) the failure by such Holder to deliver or cause
to be delivered (to the extent such delivery is required under the Securities
Act) the Prospectus contained in the Registration Statement, furnished to it by
the Company on a timely basis at or prior to the time such action is required
by the Securities Act to the person claiming a Misstatement/Omission if such
Misstatement/Omission was corrected in such Prospectus. Notwithstanding the
foregoing, the obligation to indemnify will be individual (several and not
joint) to each Holder and will be limited to the net amount of proceeds (net of
payment of all expenses) received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement giving rise to such
indemnification obligation.



          (c) Conduct of Indemnification Proceedings. In case any action, claim or
proceeding shall be brought against any Person entitled to indemnification
hereunder, such indemnified party shall promptly notify each indemnifying party
in writing, and such indemnifying party shall assume the defense thereof,
including the employment of one counsel reasonably satisfactory to such
indemnified party and payment of all fees and expenses incurred in connection
with the defense thereof. The failure to so notify such indemnifying party
shall relieve such indemnifying party of its indemnification obligations to
such indemnified party to the extent that such failure to notify materially
prejudiced such indemnifying party but not from any liability that it or they
may have to the indemnified party for contribution or otherwise. Each



13









 







indemnified party shall have the right to employ separate counsel in such
action, claim or proceeding and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of each indemnified
party unless: (i) such indemnifying party has agreed to pay such expenses; (ii)
such indemnifying party has failed promptly to assume the defense and employ
counsel reasonably satisfactory to such indemnified party; or (iii) the named
parties to any such action, claim or proceeding (including any impleaded
parties) include both such indemnified party and such indemnifying party or an
affiliate or controlling person of such indemnifying party, and such
indemnified party shall have been advised in writing by counsel that either (x)
there may be one or more legal defenses available to it which are different
from or in addition to those available to such indemnifying party or such
affiliate or controlling person or (y) a conflict of interest may exist if such
counsel represents such indemnified party and such indemnifying party or its
affiliate or controlling person; provided, however, that such indemnifying
party shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings in the
same jurisdiction arising out of the same general allegations or circumstances,
be responsible hereunder for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel), which counsel shall be
designated by such indemnified party or, in the event that such indemnified
party is a Holder Indemnified Party, by the Holders of a majority of the
Registrable Securities included in the subject Registration Statement.



     No indemnifying party shall be liable for any settlement effected without
its written consent (which consent may not be unreasonably delayed or
withheld). Each indemnifying party agrees that it will not, without the
indemnified party’s prior written consent, consent to entry of any judgment or
settle or compromise any pending or threatened claim, action or proceeding in
respect of which indemnification or contribution may be sought hereunder unless
the foregoing contains an unconditional release, in form and substance
reasonably satisfactory to the indemnified parties, of the indemnified parties
from all liability and obligation arising therefrom. The indemnifying party’s
liability to any such indemnified party hereunder shall not be extinguished
solely because any other indemnified party is not entitled to indemnity
hereunder.



          (d) Survival. The indemnification provided for under this Agreement will
(i) remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party, (ii) survive the transfer of securities and
(iii) survive the termination of this Agreement.



          (e) Right to Contribution. If the indemnification provided for in this
Section 7 is unavailable to, or insufficient to hold harmless, an indemnified
party under Section 7(a) or Section 7(b) above in respect of any Losses
referred to in such Sections, then each applicable indemnifying party shall
have an obligation to contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
of the Holder, on the other, in connection with the Misstatement/Omission or
violation which resulted in such Losses, taking into account any other relevant
equitable considerations. The amount paid or payable by a party as a result of
the Losses referred to above shall be deemed to include, subject to the
limitations set forth in Section 8(c) above, any legal or other fees or
expenses reasonably incurred by such party in connection with any
investigation, lawsuit or legal or administrative action or proceeding.



14









 





     The relative fault of the Company, on the one hand, and of the Holder, on
the other, shall be determined by reference to, among other things, whether the
relevant Misstatement/Omission or violation relates to information supplied by
the Company or by the Holder and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such
Misstatement/Omission or violation.



     The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 7(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7(e), a Holder shall not be required to contribute any amount
in excess of the amount by which (i) the amount (net of payment of all
expenses) at which the securities that were sold by such Holder and distributed
to the public were offered to the public exceeds (ii) the amount of any damages
which such Holder has otherwise been required to pay by reason of such
Misstatement/Omission or violation.



     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.



     Section 8. Rules 144 and 144A.



     The Company shall timely file the reports required to be filed by it under
the Securities Act and the Exchange Act (including but not limited to the
reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, it will; upon the request of
any holder of Registrable Securities, make publicly available other
information) and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144 and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission.



     Section 9. Underwritten Registrations.




          (a) No Person may participate in any registration hereunder which is
underwritten 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 arrangements and (ii) completes and
executes all questionnaires, powers of attorney, customary indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements; provided, that, no Holder 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.



          (b) If any of the Registrable Securities covered by any Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and



15









 







manager or managers that will manage the offering will be selected by, and
the underwriting arrangements with respect thereto will be approved by, the
Company; provided, however, that such investment bankers and managers and
underwriting arrangements must be reasonably satisfactory to the Holders of the
majority of Registrable Securities to be included in such offering.



     Section 10. Covenants of Holders.



     Each of the Holders hereby agrees (a) to cooperate with the Company and to
furnish to the Company all such information regarding such Holder, its
ownership of Registrable Securities and the disposition of such securities in
connection with the preparation of the Registration Statement and any filings
with any state securities commissions as the Company may reasonably request,
(b) to the extent required by the Securities Act, to deliver or cause delivery
of the Prospectus contained in the Registration Statement, any amendment or
supplement thereto, to any purchaser of the Registrable Securities covered by
the Registration Statement from the Holder and (c) if requested by the Company,
to notify the Company of any sale of Registrable Securities by such Holder.



     Section 11. Miscellaneous.



          (a) No Inconsistent Agreements. The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent with,
adversely effects or violates the rights granted to the Holders in this
Agreement; it being understood that the granting of additional demand or
piggyback registration rights with respect to capital stock of the Company
shall not be deemed inconsistent with or adverse to the rights granted to
Holders hereunder, and the rights of the Holders shall be subject to any such
additional grants.



          (b) Remedies. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance or injunctive relief that a remedy at law would
be adequate. Accordingly, 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.



          (c) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement, including the provisions of this sentence, may be
amended, modified, supplemented or waived only upon the prior written consent
of the Company and Holders of a majority of the outstanding Registrable
Securities.



          (d) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. The Holders may assign all rights under this agreement; provided,
however, that no Holder may transfer or assign its rights hereunder unless such
transferring Holder shall, prior to any such transfer, obtain from



16









 







the transferee a joinder agreement in a form reasonably satisfactory to
the Company and deliver a copy of such joinder agreement to the Company and to
the Holders. Only persons (other than the initial Investors hereto) that
execute a joinder agreement shall be deemed to be Holders. The Company shall be
given written notice by the transferring Holder at the time of the transfer
stating the name and address of the transferee and identifying the Registrable
Securities transferred, provided, that, failure to give such notice shall not
affect the validity of such transfer or assignment.



          (e) Termination of Registration Rights. The rights of any Holder to cause
the Company to register Registrable Securities under this Agreement shall
terminate with respect to such Holder as soon as such Holder is legally able to
dispose of all of its Registrable Securities in one transaction pursuant to
Rule 144 under the Securities Act.



          (f) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected,
it being intended that the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.



          (g) Counterparts. This Agreement may be executed in any number of
counterparts, any one of which need not contain the signatures of more than one
party, but each of which when so executed shall be deemed to be an original and
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 of reference only and shall not
limit or otherwise affect the meaning hereof. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.



          (i) Notices. All notices, requests and other communications provided for
or permitted to be given under this Agreement must be in writing and shall be
given by personal delivery, by certified or registered United States mail
(postage prepaid, return receipt requested), by a nationally recognized
overnight delivery service for next day delivery, or by facsimile transmission,
as follows (or to such other address as any party may give in a notice given in
accordance with the provisions hereof):



     If to the Company:




COMSYS IT Partners, Inc.

4400 Post Oak Parkway

Suite 1800

Houston, TX 77027

Attention: General Counsel

Facsimile: 713-386-1504



17









 






     with a copy (which shall not constitute notice) to:




Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue

Suite 4100

Dallas, TX 75201

Attention: Seth R. Molay, P.C.

Facsimile: 214-969-4343




If to an Investor, to the fax number or the address set forth for such
Investor on Exhibit A hereto, with copies as set forth therein.


All notices, requests or other communications will be effective and deemed
given only as follows: (i) if given by personal delivery, upon such personal
delivery, (ii) if sent by certified or registered mail, on the fifth business
day after being deposited in the United States mail, (iii) if sent for next day
delivery by overnight delivery service, on the date of delivery as confirmed by
written confirmation of delivery, (iv) if sent by facsimile, upon the
transmitter’s confirmation of receipt of such facsimile transmission, except
that if such confirmation is received after 5:00 p.m. (in the recipient’s time
zone) on a business day, or is received on a day that is not a business day,
then such notice, request or communication will not be deemed effective or
given until the next succeeding business day. Notices, requests and other
communications sent in any other manner, including by electronic mail, will not
be effective.




          (j) GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby
irrevocably submit to the jurisdiction of any federal court located in the
State of Delaware or any Delaware state court solely in respect of the
interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions
contemplated hereby, and hereby waive, and agree not to assert, as a defense in
any action, suit or proceeding for the interpretation or enforcement hereof or
of any such document, that it is not subject thereto or that such action, suit
or proceeding may not be brought or is not maintainable in said courts or that
the venue thereof may not be appropriate or that this Agreement or any such
document may not be enforced in or by such courts, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be heard and determined in such a Delaware state or federal court. The
parties hereby consent to and grant any such court jurisdiction over the person
of such parties and over the subject matter of such dispute and agree that
mailing of process or other papers in connection with any such action or
proceeding in the manner provided in the Section on notices above or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.



     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH



18









 







PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I)
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS
WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



          (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.



19









 





          IN WITNESS WHEREOF the parties hereto have or have caused this
Registration Rights Agreement to be duly executed as of the date first above
written



	 	 	 	 	 	 
	 	 	THE COMPANY:	 
	 
	 	 	 	 	 
	 	 	VENTURI PARTNERS, INC.
	 
	 	 	 	 	 
	

	 	By:
	 	/s/ Ken R. Bramlett, Jr.	 
	

	 	Name:
	 	Ken R. Bramlett, Jr.	 
	

	 	Title:
	 	SVP, General Counsel and Secretary
	 
	 	 	 	 	 
	 	 	THE INVESTORS:	 
	 
	 	 	 	 	 
	 	 	INLAND PARTNERS, L.P.	 
	 
	 	 	 	 	 
	

	 	By:
	 	 	, its General Partner  
	 
	 	 	 	
	 
	 
	 	 	 	 	 
	

	 	By:
	 	/s/ Elias J. Sabo	 
	

	 	Name:
	 	Elias J. Sabo	 
	

	 	Title:
	 	Attorney-in-fact	 
	 
	 	 	 	 	 
	 	 	LINKS PARTNERS, L.P.	 
	 
	 	 	 	 	 
	

	 	By:
	 	 	, its General Partner  
	 
	 	 	 	
	 
	 
	 	 	 	 	 
	

	 	By:
	 	/s/ Elias J. Sabo	 
	

	 	 	 	
 	 
	

	 	Name:
	 	Elias J. Sabo	 
	

	 	Title:
	 	Attorney-in-fact	 







[Signature Page to Amended and Restated Registration Rights Agreement]









 





	 	 	 	 	 
	 	 	MATLINPATTERSON GLOBAL
OPPORTUNITIES
PARTNERS, L.P.
	 
	 	 	 	 
	

	 	By:
	 	MatlinPatterson Global Advisors LLC, its
Investment Advisor
	 
	 	 	 	 
	

	 	By:
	 	/s/ Lawrence M. Teitelbaum
	

	 	Name:
	 	Lawrence M. Teitelbaum
	

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	ZAZOVE ASSOCIATES, LLC, FOR AND ON BEHALF OF:
	 	 	CENTURY NATIONAL INSURANCE COMPANY,
	 	 	NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA,
	 	 	SAN DIEGO COUNTY EMPLOYEE RETIREMENT
ASSOCIATION (BONY ACCOUNT),
	 	 	ZAZOVE CONVERTIBLE SECURITIES FUND, INC.,
	 	 	QWEST OCCUPATIONAL HEALTH TRUST,
	 	 	QWEST PENSION TRUST,
	 	 	HFR CA SELECT FUND,
	 	 	ZURICH INSTITUTIONAL BENCHMARKS MASTER FUND
LTD.,
	 	 	ZAZOVE HIGH YIELD CONVERTIBLE SECURITIES
FUND, L.P.,
	 	 	ZAZOVE AGGRESSIVE GROWTH FUND,
	 	 	ZAZOVE GLOBAL CONVERTIBLE FUND, L.P.,
	 	 	ZAZOVE INCOME FUND, L.P.,
	 	 	SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION,
	 	 	ZAZOVE HEDGED CONVERTIBLE FUND, L.P.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steve Kleiman
	

	 	 	 	
 
	

	 	Name:
	 	Steve Kleiman
	

	 	Title:
	 	Chief Operating Officer







[Signature Page to Amended and Restated Registration Rights Agreement]









 





	 	 	 	 	 
	 	 	R2 INVESTMENTS, LDC
	 
	 	 	 	 
	

	 	By:
	 	Amalgamated Gadget, L.P., its Investment Manager
	 
	 	 	 	 
	

	 	By:
	 	Scepter Holdings, Inc., its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert McCormick
	

	 	 	 	
 
	

	 	Name:
	 	Robert McCormick
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	JAMES E. LINKENAUGER
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	SALOMON SMITH BARNEY
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mark Hunt
	

	 	Name:
	 	Mark Hunt
	

	 	Title:
	 	Managing Director – Convertible Trading
	 
	 	 	 	 
	 	 	SC FUNDAMENTAL VALUE FUND, L.P.
	 
	 	 	 	 
	

	 	By:
	 	SC Fundamental LLC, its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Neil H. Koffler
	

	 	Name:
	 	Neil H. Koffler
	

	 	Title:
	 	Member
	 
	 	 	 	 
	 	 	SC FUNDAMENTAL VALUE BVI, LTD.
	 
	 	 	 	 
	

	 	By:
	 	SC Fundamental Value BVI, Inc., as

Managing General Partner of its Investment Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Neil H. Koffler
	

	 	Name:
	 	Neil H. Koffler
	

	 	Title:
	 	Vice President







[Signature Page to Amended and Restated Registration Rights Agreement]









 





	 	 	 	 	 
	 	 	BENSON ASSOCIATES, LLC
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	HIGHBRIDGE CAPITAL MANAGEMENT LLC
	 
	 	 	 	 
	

	 	By:
	 	Highbridge Capital Management
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	GENE PRETTI
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gene Pretti
	 
	 	 	 	 
	 	 	LOUIS
F. PRETTI & MARY KAY PRETTI JTWROS
	 
	 	 	 	 
	

	 	By:
	 	Zazove Associates, LLC, registered

investment advisor with discretionary

authority
	 
	 	 	 	 
	

	 	By:
	 	Steve Kleiman
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	LC CAPITAL MASTER FUND, LTD.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 







[Signature Page to Amended and Restated Registration Rights Agreement]









 








	 	 	 	 	 
	 	 	BANK
OF AMERICA, N.A., formerly known as

   NationsBank, N.A. and Bank of America
Illinois
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jason Cipriani
	

	 	Name:
	 	Jason Cipriani
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	BNP PARIBAS
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	BANK ONE, NA
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dianne M. Stark
	

	 	Name:
	 	Dianne M. Stark
	

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	 	 	HBV CAPITAL MANAGEMENT LLC
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 







[Signature Page to Amended and Restated Registration Rights Agreement]









 








EXHIBIT A




	 	 	 
	Investors
	 	Addresses/Fax

	Venturi Partners, Inc.

	 	COMSYS IT Partners, Inc.
	

	 	4400 Post Oak Parkway
	

	 	Suite 1800
	

	 	Houston, TX 77027
	

	 	Attention: General Counsel
	

	 	Facsimile: (713) 386-1504
	 
	 	 
	Inland Partners, L.P. and Links Partners, L.P.

	 	Inland Partners, L.P. and Links Partners L.P.
	

	 	c/o Elias J. Sabo
	

	 	The Compass Group
	

	 	2 Park Plaze, Suite 1020
	

	 	Irvin, CA 92614
	

	 	Facsimile: (949) 296-2407
	 
	 	 
	

	 	With a copy to:
	 
	 	 
	

	 	Stroock, Stroock & Lavan, LLP
	

	 	180 Maiden Lane
	

	 	New York, New York 10038
	

	 	Attention: Mark E. Palmer, Esq.
	

	 	Facsimile: (212) 806-6006
	 
	 	 
	

	 	And
	 
	 	 
	

	 	I. Joseph Massoud
	

	 	The Compass Group
	

	 	61 Wilton Road, Second Floor
	

	 	Westport, CT 06880
	

	 	Facsimile: (203) 221-8253
	 
	 	 
	MatlinPatterson Global Opportunities Partners, L.P.

	 	MatlinPatterson Global Advisers, LLC
520 Madison Avenue
	

	 	New York, NY 10022-4213
	

	 	Attention: Christopher R. Pechock
	

	 	Facsimile: (212) 651-4010
	 
	 	 
	

	 	With a copy to:
	 
	 	 
	

	 	Stroock, Stroock & Lavan, LLP
	

	 	180 Maiden Lane
	

	 	New York, New York 10038
	

	 	Attention: Mark E. Palmer, Esq.







A-1









 






	 	 	 
	Investors
	 	Addresses/Fax

	

	 	Facsimile: (212) 806-6006
	 
	 	 
	Zazove Associates, LLC for and on behalf of:
	 	Zazove Associates, LLC
	Century National Insurance Company, National
	 	1033 Skokie Blvd.
	Union Fire Insurance Company of Pittsburgh,
PA
	 	Suite 310
	San Diego County Employee Retirement
	 	Northbrook, Illinois 60062
	Association (BONY Account)
	 	Attention: Chris Cook
	Zazove Convertible Securities Fund, Inc.,
	 	Gene Pretti

	Qwest Occupational Health Trust
	 	Steve Kleinman

	Qwest Pension Trust
	 	Facsimile: (847) 239-7101
	HFR CA Select Fund
	 	 
	Zurich Institutional Benchmarks Master Fund,
Ltd.
	 	 
	Zazove High Yield Convertible Securities
Fund, Ltd.

	 	 
	Zazove Aggressive Growth Fund, L.P.

	 	 
	Zazove Global Convertible Fund, L.P.

	 	 
	Zazove Income Fund, L.P.

	 	 
	San Diego County Employees Retirement

	 	 
	Association (Morgan Stanley Account)

	 	 
	Zazove Hedged Convertible Fund, L.P.

	 	 
	 	 	 
	R2 Investments, LDC

	 	R2 Investments, LDC
	

	 	c/o Amalgamated Gadget, L.P., its Investment
Manager
	

	 	301 Commerce Street
	

	 	Suite 2975
	

	 	Fort Worth, Texas 76102
	

	 	Attention: General Counsel
	

	 	Facsimile: (817) 332-9606
	 
	 	 
	James E. Linkenauger

	 	10176 Deerwood Club Road
	

	 	Jacksonville, FL 32256
	

	 	Facsimile: (904) 733-0591
	 
	 	 
	Salomon Smith Barney

	 	Salomon Smith Barney, Inc.
	

	 	390 Greenwich Street, 3rd Floor
	

	 	New York, New York 10013
	

	 	Attn: David House
	

	 	Facsimile: (212) 723-8881
	 
	 	 
	SC Fundamental Value Fund, L.P.

	 	SC Fundamental Value Fund, L.P. and SC
	

	 	Fundamental Value BVI, Ltd.
	

	 	c/o SC Fundamental LLC
	

	 	420 Lexington Avenue





A-2









 






	 	 	 
	Investors
	 	Addresses/Fax

	

	 	New York, New York 10170
	

	 	Attn: Peter Collery
	

	 	Neil H. Koffler

	

	 	Facsimile: (212) 813-3420
	 
	 	 
	Benson Associates, LLC

	 	Benson Associates, LLC
	

	 	111 SW Fifth Avenue
	

	 	Suite 2130
	

	 	Portland, OR 97204
	

	 	Attn: Dale Benson
	

	 	Facsimile: (503) 916-8170
	 
	 	 
	HighBridge Capital Management LLC

	 	HighBridge International LLC
	

	 	9 West 57th Street, 27th Floor
	

	 	New York, New York 10019
	

	 	Attn: Andrew Martin

Facsimile: (212) 755-4250
	

	 	
	Gene Pretti and Gene Pretti on behalf of
Louis
F. Pretti and Mary Kay Pretti JTWTROS

	 	Mr. Gene Pretti
Zazove Associates, LLC
	 
	 	1033 Skokie Blvd.

Suite 310n

Northbrook, Illinois 60062

Facsimile: (847) 239-7101


	

	 	
	LC Capital Masters Fund, Ltd.

	 	L.C. Capital Master Fund, Ltd.
730 Fifth Avenue
	

	 	Suite 1002
	

	 	New York, New York 10019
	

	 	Attn: Steven Lampe
	

	 	Facsimile: (212) 581-8999
	 
	 	 
	Bank of America, N.A.

	 	Bank of America, N.A., as agent
	

	 	CA5-701-12-09
	

	 	1455 Market Street
	

	 	San Francisco, CA 94103
	

	 	Attn: SuzieAnna Wan
	

	 	Facsimile: (415) 503-5015
	 
	 	 
	Banc of America Strategic Solutions, Inc.

	 	Bank of America, N.A.
	

	 	Bank of America Corporate Center
	

	 	100 North Tryon Street
	

	 	Charlotte, NC 28255
	

	 	Attn: Len Norman
	

	 	Facsimile: (704) 386-7515







A-3









 






	 	 	 
	Investors
	 	Addresses/Fax

	BNP Paribas

	 	BNP Paribas
	

	 	787 Seventh Avenue
	

	 	New York, New York 10019
	

	 	Attn: Justine Dupont-Nivet
	

	 	Facsimile: (212) 841-3049
	 
	 	 
	Banks One, NA

	 	Bank One, NA
	

	 	One Bank One Plaza
	

	 	Suite 0631
	

	 	Chicago, IL 60670
	

	 	Attn: Diane M. Stark
	

	 	Facsimile: (312) 732-1775
	 
	 	 
	HBV Capital Management LLC

	 	HBV Capital Management LLC
	

	 	200 Park Avenue, Suite 3300
	

	 	New York, New York 10166-3399
	

	 	Attn: George Konomos
	

	 	Facsimile: (212) 808-3955








A-4