Exhibit 4.6


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as
of August 15, 2007 by and among AX Holding Corp., a Delaware corporation
(the “Company”) and VGG Holding LLC, a Delaware limited liability
company (“VGG Holding”) and each additional or substituted holder of
Common Stock of the Company after the date hereof and executing a joinder to
this Agreement in the form attached hereto as Exhibit A in accordance with
Sections 11(g) or 11(r), collectively, the “Other Holders”;
the Other Holders and VGG Holding collectively are referred to herein as the “Holders”
and each a “Holder”).


 


WHEREAS, Golden Gate, Goldman, and Veritas are members of VGG Holding;


 


WHEREAS, the Company and the Holders have agreed to enter into this
Agreement to set forth certain registration rights granted by the Company to
the Holders;


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:


 


Section 1.  Definitions.  Unless otherwise provided in this Agreement,
capitalized terms used herein shall have the meanings set forth in this Section 1.


 


(a)           “Affiliate”
shall mean with respect to any Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person, and with respect to any individual, shall mean his or her spouse,
sibling, child, step child, grandchild, or parent of such Person, or the spouse
thereof (“Immediate Family”), or the heirs, executors, testamentary
administrators, testamentary trustees, testamentary legatees or testamentary
beneficiaries of any such Person or any member of their Immediate Family or a
trust or family limited partnership for the benefit of such Person or Persons,
and, with respect to any corporation, limited liability company or partnership,
shall mean its respective members, stockholders, general partners and/or
limited partners as applicable.  For
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.


 


(b)           “Agreement”
has the meaning set forth in the preamble hereof.


 


(c)           “Board” means
the board of directors of the Company.


 


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


 


(e)           “Class A
Holder” means a Holder of Registrable Securities that acquires such
Registrable Securities in respect of Class A Membership Interests of VGG
Holding.


 

















 


(f)            “Class B
Holder” means a Holder of Registrable Securities that acquires such
Registrable Securities in respect of Class B Membership Interests of VGG
Holding.


 


(g)           “Closing Date”
means the Closing Date as defined in the Merger Agreement.


 


(h)           “Common Stock”
means the Common Stock of the Company, par value $0.01 per share.


 


(i)            “Company”
has the meaning set forth in the preamble hereof.


 


(j)            “Conversion
Event” has the meaning set forth in Section 11(g)(ii).


 


(k)           “Conversion
Securities” has the meaning set forth in Section 11(g)(ii).


 


(l)            “Conversion
Security Issuer” has the meaning set forth in Section 11(g)(ii).


 


(m)          “Demand Registrations”
has the meaning set forth in Section 2(a).


 


(n)           “Director”
means any member of the Board.


 


(o)           “Equity
Securities” means, as applicable, (i) any capital stock, membership
interests or other equity interest, (ii) any securities directly or indirectly
convertible into or exchangeable for any capital stock, membership interests or
other equity interest, or (iii) any rights or options directly or
indirectly to subscribe for or to purchase any capital stock, membership
interests or other equity interest or to subscribe for or to purchase any
securities directly or indirectly convertible into or exchangeable for any
capital stock, membership interests or other equity interest.


 


(p)           “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder, as each may be amended from time
to time.


 


(q)           “GAAP” means
the United States of America generally accepted accounting principles as in
effect from time to time, consistently applied.


 


(r)            “Golden Gate”
means Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital
Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI),
L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate
Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG
AV, LLC-series A, CCG AV, LLC-series C, CCG AV, LLC-series I and each of their
respective Permitted Transferees.


 


(s)           “Goldman”
means GS Direct, L.L.C. and its Permitted Transferees.


 


(t)            “Holder” has
the meaning set forth in the preamble hereof.


 


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(u)           “includes”
and “including” mean includes and including, without limitation.


 


(v)           “Initiating
Holder” has the meaning set forth in Section 2(a).


 


(w)          “Investor Holder”
means VGG Holding and each of Veritas, Golden Gate and Goldman to the extent
they acquire or hold Registrable Securities or Membership Interests in VGG
Holding.


 


(x)            “Investor
Registrable Securities” means any Registrable Securities acquired by or
issued to any Investor Holder, any of its Affiliates or any of their respective
permitted Transferees of Registrable Securities.


 


(y)           “IPO” shall
mean the first public offering of Common Stock of the Company or any Subsidiary
of the Company (or any successor thereto formed for the purpose of pursuing an
initial public offering) pursuant to a registration statement filed with and
declared effective by the SEC either (x) resulting in proceeds to the
Company of at least $50 million or (y) approved by all the Investor
Holders.


 


(z)            “IPO Lock-Up
Period” means the time period required by the underwriters and specified in
any lock-up letter entered into by each of the Holders in connection with an
IPO; provided, that if the underwriters waive the restrictions under any such
lock-up letter with any respect to any Holder, the Lock-up Period shall end on
the day of such waiver.


 


(aa)         “Long-Form Registrations”
has the meaning set forth in Section 2(a).


 


(bb)         “Majority Holders”
means at any time the holders of a majority of the Registrable Securities then
outstanding.


 


(cc)         “Majority Other
Holders” means at any time the holders of a majority of the Other
Registrable Securities then outstanding.


 


(dd)         “Membership
Interests” has the meaning set forth in the VGG LLC Agreement.


 


(ee)         “Merger Agreement”
means the Agreement and Plan of Merger, dated as of May 25, 2007, by and
among, the Company, AX Acquisition Corp. and Aeroflex Incorporated.


 


(ff)           “Other Holders”
has the meaning set forth in the preamble hereof.


 


(gg)         “Other Registrable
Securities” means any Registrable Securities acquired by or issued to any
Other Holder or such holder’s permitted Transferees of Registrable Securities.


 


(hh)         “Permitted
Transferee” means with respect to a Class A Holder, an Affiliate of
such Class A Holder.


 


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(ii)           “Person”
means an individual, a partnership (including a limited partnership), a
corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization, association
or other entity or a governmental entity.


 


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


 


(kk)         “Registrable
Securities” means (i) any Common Stock currently held or hereafter
acquired by the Holders, whether pursuant to Section 3.8 of the VGG LLC
Agreement or by any other means; (ii) any Equity Securities issued or
distributed in respect of the Common Stock described in clause (i) by the
Company or any other entity in connection with a merger, consolidation,
business combination, conversion, recapitalization, reclassification,
reorganization and/or exchange of Common Stock for other securities of the
Company or such other entity, and (iii) any Equity Securities of the
Company or any other entity issued in respect of the securities described in
clause (ii) above by way of a stock or other equity split or combination
or stock or other equity dividend or in connection with a merger,
consolidation, conversion, business combination, recapitalization,
reclassification or reorganization; provided that in no event shall
Registrable Securities include any unvested Equity Securities.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities (and shall cease to be
Investor Registrable Securities or Other Registrable Securities, as the case
may be) when they have been (i) distributed to the public pursuant to an
offering registered under the Securities Act, (ii) sold to the public
through a broker, dealer or market maker in compliance with Rule 144 or (iii) repurchased
by the Company or any of its Subsidiaries. 
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 such
Registrable Securities (upon conversion or exercise in connection with a
Transfer of securities or otherwise, including pursuant to Section 3.8 of
the VGG LLC Agreement, regardless of whether such Person’s rights thereunder
are then exercisable), whether or not such acquisition has actually been
effected.


 


(ll)           “Registration
Expenses” has the meaning set forth in Section 6(a).


 


(mm)       “Rule 144”
means Rule 144 as promulgated by the SEC under the Securities Act, as such
rule may be amended from time to time, or any successor rule that may
be promulgated by the SEC.


 


(nn)         “Rule 144A”
means Rule 144A as promulgated by the SEC under the Securities Act, as
such rule may be amended from time to time, or any successor rule that
may be promulgated by the SEC.


 


(oo)         “SEC” means
the United States Securities and Exchange Commission.


 


(pp)         “Securities Act”
means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder, as each may be amended from time
to time.


 


(qq)         “Shelf
Registration” has the meaning set forth in Section 2(c).


 


(rr)           “Short-Form Registrations”
has the meaning set forth in Section 2(a).


 


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(ss)         “Subsidiary”
means, with respect to any Person, any corporation, partnership, limited
liability company, bank, savings bank, or other organization, whether
incorporated or unincorporated, which is consolidated with such Person for
financial reporting purposes under GAAP.


 


(tt)           “Transfer”
means any sale, transfer, assignment, exchange,
conveyance or other transfer, alienation, lease, mortgage, pledge, encumbrance
or hypothecation or other disposition of an interest (whether with or without
consideration, whether voluntary or involuntary or by operation of law).  The terms “Transferee,” “Transferor,”
“Transferred,” and other forms of the word “Transfer” shall have the
correlative meanings.


 


(uu)         “Veritas”
means The Veritas Capital Fund III, L.P., AX Holding LLC and each of their
respective Permitted Transferees.


 


(vv)         “Veritas Fund”
means The Veritas Capital Fund III, L.P. and its Permitted Transferees.


 


(ww)       “VGG Holding”
has the meaning set forth in the preamble hereof.


 


(xx)          “VGG LLC
Agreement” means the Amended and Restated Limited Liability Company
Operating Agreement of VGG Holding, dated as of the Closing Date, as amended
from time to time.


 


(yy)         “WKSI” has the
meaning set forth in Section 5.


 


Section 2.  Demand Registrations.


 


(a)           Requests for
Registration.


 


(i)            As provided under Section 8.4(d) of
the VGG LLC Agreement, if the Company has not completed an IPO, at any time
following (A) the fifth anniversary of the Closing Date, then Veritas and (B) the
sixth anniversary of the Closing Date, then each Investor Holder, upon giving
written notice (“IPO Notice”) to the Company (with a copy of the IPO
Notice being given to each other Investor Holder) shall have the right to cause
the Company to prepare and file a registration statement for an IPO pursuant to
Section 5 and to use commercially reasonable efforts to engage one
or more nationally recognized underwriters, which may be an Affiliate of an
Investor Holder, in connection therewith.


 


(ii)           Subject to the
terms and conditions of this Section 2 and Section 4, at
any time following the IPO, each Investor Holder may request (in each case,
such requesting Holder the “Initiating Holder”) registration under the
Securities Act of all or any portion of the Registrable Securities of such
Holder on Form S-1 or any similar long-form registration (“Long-Form Registrations”),
or on Form S-3 or any similar short-form registration (including pursuant
to Rule 415 under the Securities Act) (“Short-Form Registrations”),
if available.  All registrations
requested pursuant to this Section 2(a)(ii) 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 (which number of
Registrable Securities must have a value equal to at least $10,000,000 based on
the closing price of such securities on the last 


 


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trading day prior
to the date of such request), the anticipated per share price range for such
offering (if known) and the intended method of distribution.  Within 10 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, subject to Sections 2(b),
2(c) and 2(d) below, shall include in such registration
(and in all related registrations and qualifications under state blue sky laws
or in compliance with other registration requirements and in any related
underwriting) all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after the
delivery of the Company’s written notice.


 


(b)           Long-Form Registrations.


 


(i)            Demand
Registrations pursuant to Section 2(a) shall be limited as
follows:  for such time as the Company is
not eligible to file a Short-Form Registration, each Investor Holder shall
be entitled to request Long-Form Registrations; provided, that in
no event shall the Company be obligated to effectuate more than three Long-Form Registrations
requested by that Investor Holder.  For
all such Demand Registrations contemplated by this Section 2(b)(i),
the Company shall pay all Registration Expenses (as defined in Section 6(a) hereunder)
associated therewith.


 


(ii)           A registration
shall not count as one of the permitted Long-Form Registrations until it
has become effective, and no Long-Form Registration requested by the
Initiating Holders shall count as one of the permitted Long-Form Registrations
unless the Holders of Registrable Securities are able to register and sell all
of the Registrable Securities requested to be included by such Holders in such
registration; provided that in any event the Company shall pay all
Registration Expenses in connection with any registration initiated as a Long-Form Registration
whether or not it has become effective and whether or not such registration has
counted as one of the permitted Long-Form Registrations.  Initiating Holders making a request for a
Demand Registration hereunder may withdraw from such registration at any time
prior to the effective date of such Demand Registration, so long as all
Initiating Holders withdraw, in which case the Company may withdraw such
registration and provide reasonable prior notice to all Holders who are
participating in the Demand Registration, (unless otherwise requested in
writing by another Holder, to the extent that such other Holder has the right
to demand a Long-Form Registration at such time in accordance with this Section 2,
in which case such other Holder shall thereafter be deemed to be the Initiating
Holders with respect to such registration) and such request shall not count as
one of the permitted Long-Form Registrations for such original Initiating
Holders.


 


(c)           Short-Form Registrations.  In addition to the Long-Form Registrations
provided pursuant to Section 2(b), each Investor Holder shall each
be entitled to request, pursuant to Section 2(a)(ii), an unlimited
number of Short-Form Registrations in which the Company shall pay all
Registration Expenses.  Any of the Short-Form Registrations
may be, at the request of the Initiating Holders, shelf registrations pursuant
to Rule 415 under the Securities Act (a “Shelf Registration”).  Demand Registrations shall be Short-Form Registrations
whenever the Company is permitted to use any applicable short form and if the
managing underwriters (if any) agree to the use of a Short-Form Registration.  For so long as the Company is subject to the
reporting requirements of the Exchange Act, the Company shall use its
commercially reasonable best efforts to make Short-Form Registrations on Form S-3
available for the sale of Registrable 


 


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Securities.  The Company shall use its commercially
reasonable best efforts to cause any Shelf Registration to be declared
effective under the Securities Act as soon as practicable after filing, and
once effective, the Company shall cause such Shelf Registration to remain
effective for a period ending on the earliest of (i) the date on which all
Registrable Securities have been sold pursuant to the Shelf Registration and (ii) the
date as of which there are no longer any Registrable Securities.  Initiating Holders making a request for a
Demand Registration hereunder may withdraw from such registration at any time
prior to the effective date of such Demand Registration, in which case the
Company may withdraw such registration (unless otherwise requested in writing
by another Holder, to the extent that such other Holder has the right to demand
a Short-Form Registration at such time in accordance with this Section 2)
and such request shall not count as a Demand Registration unless such
registration becomes effective following such a written request by such
Holders.


 


(d)           Priority on
Demand Registrations.  The Company
shall not include in any Demand Registration any securities which are not
Registrable Securities without the prior written consent of the holders of a
majority of the Registrable Securities requested to be registered by the
Initiating 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 applicable, other securities requested to be included in
such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold in an orderly manner in such offering
within a price range acceptable to the Holders of a majority of the Registrable
Securities requested to be registered by the Initiating Holders, the Company  shall include securities in such registration
in the following order of priority:  (i) first,
the number of Registrable Securities requested to be included which in the
opinion of such underwriters can be sold in an orderly manner within the price
range of such offering, pro rata among the respective Holders thereof on the
basis of the amount of Registrable Securities owned by each such Holder; and (ii) second,
the number of other securities requested to be included which in the opinion of
such underwriters can be sold in an orderly manner within the price range of
such offering.  Notwithstanding anything
herein to the contrary, if the managing underwriters advise the Company that in
their opinion the total amount of securities, including Registrable Securities,
requested by the management employees of the Company to be included in such
offering exceeds the amount advisable to be sold for the offering to be
successfully offered, then the Company shall be required to include in the
offering only that number of securities, including Registrable Securities, of
such management employees of the Company which the managing underwriters
believe will be advisable for the success of the offering.


 


(e)           Restrictions on
Demand Registrations.  The Company
may postpone for a reasonable period of time, not in excess of 90 days, the
filing or the effectiveness of a registration statement for a Demand
Registration, or suspend the effectiveness of any registration statement, if
the Company’s Board determines in its reasonable good faith judgment that such
Demand Registration would reasonably be expected to have a material adverse
effect on a proposal or plan by the Company to engage in (directly or
indirectly through any of its Subsidiaries): 
(i) a material acquisition or divestiture of assets (other than in
the ordinary course of business), (ii) a merger, consolidation, tender
offer, reorganization, primary offering of the Company’s securities or similar
material transaction or (iii) a permitted material financing or any other
material business transaction with a third party that is outside of the
ordinary course of business; provided that, in such event, the
Initiating Holders shall be entitled to withdraw such 


 


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request and, if
such request is withdrawn, such Demand Registration shall not count as one of
the permitted Demand Registrations hereunder and the Company shall pay all
Registration Expenses in connection with such withdrawn registration.  The Company may delay a Demand Registration
under this Section 2(e) pursuant to Section 2(a)(ii) only
once in any 12-month period, unless the completion of such Demand Registration
under any circumstance would violate applicable law.


 


(f)            Selection of
Underwriters.  Subject to Section 11(a),
(i) the Investor Holder initiating an IPO shall have the right to select
the investment banker(s) and manager(s) subject to the approval of
the Company (such approval not to be unreasonably withheld), which investment
banker(s) and manager(s) may be an Affiliate of an Investor Holder,
to administer the IPO pursuant to Section 2(a)(i) and (ii) the
Initiating Holder shall have the right to select the investment banker(s) and
manager(s), which investment banker(s) and manager(s) may be an
Affiliate of the Initiating Holder, to administer the offering pursuant to Section 2(a)(ii),
and which if necessary will include a “qualified independent underwriter”
within the meaning of the rules of the National Association of Securities
Dealers, Inc.


 


(g)           Other
Registration Rights.  The Company
represents and warrants that it is not a party to, or otherwise subject to, any
other agreement granting registration rights to any other Person with respect
to any securities of the Company.  The
Company shall not grant to any Person the right to request the Company to
register any Equity Securities of the Company without the prior written consent
of each Investor Holder.


 


Section 3.  Piggyback Registrations.


 


(a)           Right to
Piggyback.  Whenever the Company
proposes to register any of its Equity Securities under the Securities Act
whether for its own account or that of any other Person (other than pursuant to
a Demand Registration or a registration on Form S-4 or S-8 or their
equivalent) 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 (in any event within 5 business days
after receipt of notice of any exercise of a Demand Registration by any Person)
to all holders of Registrable Securities of its intention to effect such a
registration and, subject to Sections 3(c) and 3(d), shall
include in such registration (and in all related registrations or
qualifications under blue sky laws or in compliance with other registration
requirements and in any related underwriting) all Registrable Securities with
respect to which the Company has received written requests for inclusion
therein (which written requests shall specify the number of Registrable
Securities requested to be included in such registration) within 15 days after
the receipt of the Company’s notice.


 


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


 


(c)           Priority on
Primary Registrations.  If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of Registrable Securities and other securities, if any,
requested to be included in such registration exceeds the number which can be
sold in an orderly manner in such offering within a price range acceptable to
the 


 


8

















 


Company, then the
total number of securities that the managing underwriters advise can be
included in such registration shall be allocated in the following order of
priority:  (i) first, the
number of Equity Securities that the Company proposes to sell; (ii) second,
the number of Registrable Securities requested to be included, pro rata among
VGG Holding and the Class A Holders on the basis of the amount of
Registrable Securities owned by them; (iii) third, the number of
Registrable Securities requested to be included, pro rata among the Class B
Holders on the basis of the amount of Registrable Securities owned by them; and
(iv) fourth, the number of other securities requested to be
included.  Notwithstanding anything
herein to the contrary, if the managing underwriters advise the Company that in
their opinion the total amount of securities, including Registrable Securities,
requested by the management employees of the Company to be included in such
offering exceeds the amount advisable to be sold for the offering to be
successfully offered, then the Company shall be required to include in the
offering only that number of securities, including Registrable Securities, of
such management employees of the Company which the managing underwriters
believe will be advisable for the success of the offering.


 


(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 a Demand Registration pursuant
to Section 2, 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 in an orderly manner
in such offering within a price range acceptable to the holders of a majority
of the securities to be included in such registration, then the total number of
securities that the managing underwriters advise can be included in such
registration shall be allocated in the following order of priority:  (i) first, pro rata among VGG
Holding and the Class A Holders on the basis of the amount of Registrable
Securities owned by them; (ii) second, the number of Registrable
Securities requested to be included, pro rata among the Class B Holders on
the basis of the amount of Registrable Securities owned by them; and (iii) third,
the number of other securities requested to be included in such
registration.  Notwithstanding anything
herein to the contrary, if the managing underwriters advise the Company that in
their opinion the total amount of securities, including Registrable Securities,
requested by the management employees of the Company to be included in such
offering exceeds the amount advisable to be sold for the offering to be
successfully offered, then the Company shall be required to include in the
offering only that number of securities, including Registrable Securities, of
management employees of the Company which the managing underwriters believe
will be advisable for the success of the offering.


 


(e)           Selection of
Underwriters.  Subject to Sections
2(f) and 11(a), if any Piggyback Registration is an
underwritten offering, the Company shall select the investment banker(s) and
manager(s) for the offering which investment banker(s) and manager(s) shall
be nationally recognized and subject to the approval of the Holders of a
majority of the Registrable Securities requested to be included in such
Piggyback Registration and may be an Affiliate of an Investor Holder.  Such approval shall not be unreasonably
withheld or delayed.


 


(f)            Other
Registrations.  If the Company has previously
filed a registration statement with respect to Registrable Securities pursuant
to Section 2 or pursuant to this Section 3, and if such
previous registration has not been withdrawn or abandoned, the Company shall
not file or cause to be effected any other registration of any of its Equity
Securities (except on Form 


 


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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, or the IPO
Lock-Up Period, if longer, with respect to an IPO, has elapsed from the
effective date of such previous registration.


 


Section 4.  Holdback Agreements.


 


(a)           No Holder of
Registrable Securities shall effect any public sale or distribution (including
sales pursuant to Rule 144) of Equity Securities of the Company during the
10 days prior to and the 90-day period, or the IPO Lock-Up Period, if longer,
with respect to an IPO, following the effective date of an underwritten Demand Registration
or underwritten Piggyback Registration (except as part of such underwritten
registration, in accordance with the terms of this Agreement), unless the
underwriters managing the registered public offering otherwise agree (and
provided that any such agreement by such underwriters to allow any Holder to
publicly sell or distribute Equity Securities of the Company shall be deemed to
be an agreement to allow each Holder to publicly sell or distribute a pro rata
amount (on the basis of the amount of Equity Securities of the Company owned by
each such Holder) of Equity Securities of the Company).


 


(b)           The Company (i) shall
not effect any public sale or distribution of its Equity Securities or file any
registration statement pertaining to such Equity Securities during the 10 days
prior to and during the 90-day, or the IPO Lock-Up Period, if longer, with
respect to an IPO, period following the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration (except as part of
such underwritten registration or pursuant to registrations on Form S-8 or
S-4 or any successor form), unless the underwriters managing the registered
public offering otherwise agree to a shorter period, and (ii) shall use
its commercially reasonable best efforts to cause each beneficial owner of its
Equity Securities acquired 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 Equity Securities of the Company during such period (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.


 


Section 5.  Registration Procedures.  Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered
pursuant to this Agreement, the Company shall use its commercially reasonable
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 file
with the SEC a registration statement, and all amendments and supplements
thereto and related prospectuses as may be necessary to comply with applicable
securities laws, with respect to such Registrable Securities and use its
commercially reasonable 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 or any free writing
prospectus related thereto, the Company shall furnish to the counsel selected
pursuant to Section 6 below copies of all such documents proposed to be
filed (including all exhibits thereto), which documents shall be subject to the
reasonable review and comment of such counsel, and, if requested by such
counsel, provide such counsel reasonable opportunity to


 


10














 


participate in the
preparation of such registration statement and each prospectus included therein
and such other opportunities to conduct a reasonable investigation within the
meaning of the Securities Act, including reasonable access to the Company’s books
and records, officers, accountants and other advisors.  Upon filing such documents, the Company shall
promptly notify in writing such counsel of the receipt by the Company of any
written comments by the SEC with respect to such registration statement or
prospectus or any amendment or supplement thereto or any written request by the
SEC for the amending or supplementing thereof or for additional information
with respect thereto.  The Company shall
not file any such registration statement or prospectus or any amendments or
supplements thereto (including such documents that, upon filing, would be
incorporated or deemed to be incorporated by reference therein) or any free
writing prospectus thereto with respect to a Demand Registration to which the
holders of a majority of the Registrable Securities covered by such
registration statement, their counsel, or the managing underwriters, if any,
shall reasonably object, in writing, on a timely basis, unless, in the opinion
of the Company, such filing is necessary to comply with applicable law;


 


(b)           (i) notify each
holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such amendments and
post-effective amendments as may be necessary to keep such registration
statement continuously effective for a period of not less than 180 days or, if
shorter,  such time as all
securities in such offering have been disposed of in accordance with the
intended method of distribution thereof, (ii) cause the related prospectus
to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provision
then in force) under the Securities Act, and (iii) comply with the
provisions of the Securities Act, the Exchange Act, and the rules and
regulations of the SEC promulgated thereunder applicable to it with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;


 


(c)           if requested by the
managing underwriters or the holders of a majority of the then outstanding
Registrable Securities being sold in connection with an underwritten offering,
promptly include in a prospectus supplement or post-effective amendment such
information as the managing underwriters and such holders may reasonably
request in order to permit the intended method of distribution of such
securities and make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received
such request; provided, however, that the Company shall not be required to take
any actions under this Section 5(c) that are not, in the opinion of
counsel for the Company, in compliance with applicable law;


 


(d)           furnish to each
seller of Registrable Securities such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus), each free
writing prospectus used in connection therewith, and such other documents as
such seller may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such seller, and the Company hereby
consents to the use of such prospectus and each amendment or supplement thereto
by each of the selling holders of Registrable Securities and the underwriters
or agents, if any, in connection with the offering and sale of the Registrable
Securities covered by such prospectus and any amendment or supplement thereto;


 


11

















 


(e)           use its commercially
reasonable best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as
determined by the underwriters after consultation with the Company and the
holders participating in the offering and do any and all other acts and things
which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller (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 subsection, (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);


 


(f)            promptly notify
each seller of Registrable Securities, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the occurrence
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, and, at the request of
any such seller, the Company shall prepare 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;


 


(g)           in connection with
any underwritten offering, if at any time the information conveyed to a
purchaser at the time of sale includes any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, promptly file with the SEC such amendments or supplements to such
information as may be necessary so that the statements as so amended or
supplemented will not, in light of the circumstances, be misleading;


 


(h)           take all reasonable
action to ensure that any free writing prospectus utilized in connection with
any registration covered by Section 2 or Section 3 complies in all
material respects with the Securities Act, is filed in accordance with the Securities
Act to the extent required thereby, is retained in accordance with the
Securities Act to the extent required thereby and, when taken together with the
related prospectus, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;


 


(i)            cooperate with the
selling holders of Registrable Securities and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates (not
bearing any legends) representing Registrable Securities to be sold after
receiving written representations from each holder of such Registrable
Securities that the Registrable Securities represented by the certificates so
delivered by such holder will be transferred in accordance with the
registration statement, and enable such Registrable Securities to be issued in
such denominations and registered in such names as the managing underwriters,
if any, or holders may request at least two (2) business days prior to any
sale of Registrable Securities in an underwritten public offering, but in any
other such sale, within ten (10) business days prior to having to issue
the securities;


 


12





















 


(j)            cause all such
Registrable Securities to be listed or quoted, as applicable, on each national
securities exchange (including, the New York Stock Exchange or the American
Stock Exchange) or The NASDAQ Stock Market (or successor market) or similar
quotation system, on which similar securities issued by the Company are then
listed or quoted;


 


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


 


(l)            enter into an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings and take all such other actions as are reasonably
requested by the holders of a majority of the Registrable Securities being sold
in connection therewith and the managing underwriters in order to expedite or
facilitate the registration or the disposition (including by using commercially
reasonable best efforts to have officers and senior management of the Company
and its subsidiaries participate in “road shows,” including analyst or investor
presentations, as part of the selling efforts relating to any underwritten
Demand Registration) of such Registrable Securities, and in such connection (i) make
such representations and warranties to the holders of such Registrable
Securities and the underwriters, with respect to the business of the Company
and its subsidiaries, and the registration statement, prospectus and documents,
if any, incorporated or deemed to be incorporated by reference therein, in each
case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings, and confirm the same if and when
requested, (ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters), addressed to each
selling holder of Registrable Securities and each of the underwriters covering
the matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by underwriters, (iii) obtain
“cold comfort” letters and updates thereof 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 selling holder of Registrable Securities and each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with
underwritten offerings, (iv) if an underwriting agreement is entered into,
the same shall contain indemnification provisions and procedures no less
favorable to the holders of Registrable Securities than those set forth in Section 7
(or such other provisions and procedures acceptable to holders of a majority of
the Registrable Securities covered by such registration statement and the
managing underwriters or agents) with respect to all parties to be indemnified
pursuant to Section 7 and (v) deliver such documents and certificates
as may be reasonably requested by the holders of a majority of the Registrable
Securities being sold pursuant to such registration statement, their counsel
and the managing underwriters to evidence the continuing validity of the
representations and warranties made pursuant to Section 5(l)(i) above
and to evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company.  The above shall be done at each closing under
such underwriting agreement, or as and to the extent required thereunder;


 


(m)          make available for
inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement and
any 


 


13

















 


attorney,
accountant or other agent retained by any such seller or underwriter, all
financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company’s officers, directors, members, managers,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement; provided, however, that any
information that is not generally publicly available at the time of delivery of
such information shall be kept confidential by such Persons unless (i) disclosure
of such information is required by court or administrative order, (ii) disclosure
of such information, in the opinion of counsel to such Person, is required by
law or applicable legal process, or (iii) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard by such Person.  In
the case of a proposed disclosure pursuant to (i) or (ii) above, such
Person shall be required to give the Company written notice of the proposed
disclosure prior to such disclosure and, if requested by the Company, assist
the Company in seeking to prevent or limit the proposed disclosure.  Without limiting the foregoing, no such information
shall be used by such Person as the basis for any market transactions in
securities of the Company or its subsidiaries in violation of law;


 


(n)           otherwise use its
commercially reasonable best efforts to comply with all applicable rules and
regulations of the SEC and any self-regulatory organization applicable to the
Company, 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;


 


(o)           permit any Holder of
Registrable Securities which holder, in its sole and exclusive 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 related to such holder, furnished
to the Company in writing, which in the reasonable judgment of such Holder and
its counsel should be included;


 


(p)           promptly notify each
seller of Registrable Securities (i) of the issuance by the SEC of any stop
order suspending the effectiveness of a registration statement or of any order
preventing or suspending the use of any preliminary prospectus, or (ii) 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 in any
jurisdiction;


 


(q)           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 Registrable Securities
included in such registration statement for sale in any jurisdiction, use its
commercially reasonable best efforts promptly to obtain the withdrawal of such
order;


 


(r)            use its
commercially reasonable 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 


 


14





















 


consummate the
disposition of such Registrable Securities, except as may be required solely as
a consequence of the nature of such selling holder’s business, in which case
the Company will cooperate in all reasonable respects with the filing of such
registration statement and the granting of such approvals, as may be necessary
to enable the seller or sellers thereof or the underwriters to consummate the
disposition of such Registrable Securities;


 


(s)           if and to the extent
requested by the managing underwriters in connection with any underwritten
Demand Registration, include in such registration securities of the Company in
an amount (not to exceed the amount requested by such underwriters) that the
Company’s Board deems appropriate for the Company in view of the Company’s need
for funds and other relevant facts and circumstances at such time, to be
offered in a primary offering of the Company’s securities contemporaneously
with such offering of Registrable Securities; and


 


(t)            use its
commercially reasonable best efforts to take all other steps necessary to
effect the registration of Registrable Securities contemplated hereby.


 


To the extent the Company is a well-known seasoned issuer (as defined
in Rule 405 under the Securities Act) (a “WKSI”) at the time any Demand
Registration request is submitted to the Company, and such Demand Registration
request requests that the Company file an automatic shelf registration statement
(as defined in Rule 405 under the Securities Act) (an “automatic shelf
registration statement”) on Form S-3, the Company shall file an automatic
shelf registration statement which covers those Registrable Securities which
are requested to be registered.  The
Company shall use its commercially reasonable best efforts to remain a WKSI
(and not become an ineligible issuer (as defined in Rule 405 under the
Securities Act)) during the period during which such automatic shelf
registration statement is required to remain effective.  If the Company does not pay the filing fee
covering the Registrable Securities at the time the automatic shelf
registration statement is filed, the Company agrees to pay such fee at such
time or times as the Registrable Securities are to be sold.  If the automatic shelf registration statement
has been outstanding for at least three (3) years, at the end of the third
year the Company shall refile a new automatic shelf registration statement
covering the Registrable Securities, if there are any remaining Registable
Securities covered thereunder.  If at any
time when the Company is required to re-evaluate its WKSI status the Company
determines that it is not a WKSI, the Company shall use its commercially
reasonable best efforts to refile the shelf registration statement on Form S-3
and, if such form is not available, Form S-1 and keep such registration
statement effective during the period during which such registration statement
is required to be kept effective.


 


If the Company files any shelf registration statement for the benefit
of the holders of any of its securities other than the Holders, the Company
agrees that it shall include in such registration statement such disclosures as
may be required by Rule 430B under the Securities Act (referring to the
unnamed selling security holders in a generic manner by identifying the initial
offering of the securities to the Holders) in order to ensure that the Holders
may be added to such shelf registration statement at a later time through the
filing of a prospectus supplement rather than a post-effective amendment.


 


The Company may require each holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company in writing such information required in 


 


15

















 


connection with such registration regarding such
seller and the distribution of such Registrable Securities as the Company may,
from time to time, reasonably request in writing and the Company may exclude
from such registration the Registrable Securities of any Holder who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


 


Each holder of
Registrable Securities agrees if such holder has Registrable Securities covered
by such registration statement that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 5(f) hereof,
such holder will forthwith discontinue disposition of such Registrable
Securities covered by such registration statement or prospectus until such
holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 5(f) hereof, 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;
provided, however, that the time periods under Section 5(b) with
respect to the length of time that the effectiveness of a Registration
Statement must be maintained shall automatically be extended by the amount of
time the holder is required to discontinue disposition of such securities.


 


If any such registration
statement or comparable statement under state “blue sky” laws refers to any
Holder by name or otherwise as the Holder of any securities of the Company,
then such Holder shall have the right to require (i) the insertion therein
of language, in form and substance satisfactory to such Holder and the Company,
to the effect that the holding by such Holder of such securities is not to be
construed as a recommendation by such Holder of the investment quality of the
Company’s securities covered thereby and that such holding does not imply that
such Holder will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such Holder by name
or otherwise is not in the judgment of the Company, as advised by counsel,
required by the Securities Act or any similar federal statute or any state “blue
sky” or securities law then in force, the deletion of the reference to such
Holder.


 


Section 6.  Registration Expenses.


 


(a)           All fees and
expenses incident to the Company’s performance of or compliance with this
Agreement, including all registration, listing, qualification and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, fees and disbursements of
custodians, fees and disbursements of counsel for the Company and, with respect
to each registration, fees and disbursements of one counsel for the holders of
Registrable Securities chosen by the holders of a majority of the Registrable
Securities requested to be included in such registration (and of one counsel
for each Investor Holder if such Investor Holder is participating in such
registration and its counsel is not counsel to the holders of Registrable
Securities) and fees and disbursements of all independent certified public accountants,
underwriters (excluding discounts and commissions) and other Persons, including
special experts, retained by the Company (all such expenses, collectively, “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 


 


16

















 


quarterly review,
the expense of any liability insurance and the expenses and fees for listing
the securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on the NASD automated
quotation 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 for the Holders of
Registrable Securities chosen by the Holders of a majority of the Registrable
Securities requested to be included in such registration (and of one counsel
for an Investor Holder if such Investor Holder is participating in such
registration and its counsel is not counsel to the holders of Registrable
Securities).


 


(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.


 


Section 7.  Indemnification and Contribution.


 


(a)           The Company agrees
to indemnify, to the extent permitted by law, each holder of Registrable
Securities, its officers, directors, managers, members and/or partners and each
Person who controls such holder (within the meaning of the Securities Act)
against all losses, claims, actions, damages, liabilities and expenses caused
by (i) any untrue or alleged untrue statement of material fact contained
in any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto, including any free writing
prospectuses used by the Company, the underwriter or the selling holders of
Registrable Securities, or in the information conveyed to a purchaser at the
time of sale to such purchaser, or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (ii) any violation or alleged violation by the
Company of the Securities Act or any other similar federal or state securities
laws or any rule or regulation promulgated thereunder applicable to the
Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and to pay
to each holder of Registrable Securities, its officers, directors, managers,
members and/or partners and each Person who controls such holder (within the
meaning of the Securities Act), as incurred, any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending
any such claim, loss, damage, liability or action, except insofar as the same
are caused by or contained in any information furnished in writing to the
Company by such holder expressly for use 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 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.


 


17

















 


(b)           In connection with
any registration statement in which a holder of Registrable Securities is
participating, each such holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
extent permitted by law, shall indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or 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 contained in any information or affidavit so furnished in
writing by such holder for the purpose of inclusion in such registration
statement or prospectus; provided that the obligation to indemnify shall
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 shall (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 (which may be counsel to the indemnifying
party in the same action).  If such
defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(which shall not be unreasonably withheld or delayed).  An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall 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)           If the
indemnification provided for in Section 7(a) or 7(b) above
is unavailable to an indemnified party in respect of any losses, claims,
damages or liabilities referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party thereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party, on the one hand, and the
indemnified parties, on the other hand, in connection with the statements or
omissions or violations which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party
and of the indemnified parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified parties, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The Company
and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 


 


18

















 


7(d) were determined by pro rata allocation or by any other
method of allocation which does not take into account the equitable
considerations referred to in this Section 7(d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities or actions in
respect thereof referred to in the immediately preceding paragraph 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.  No person guilty of fraudulent misrepresentations
(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. The obligation of any Holder obliged to make
contribution pursuant to this Section 7(d) shall be several
and not joint, and no such Holder shall be obliged to make contribution in
excess of an amount equal to the net amount proceeds received by such Holder
from the Registrable Securities sold by such Holder in such registration.


 


(e)           The indemnification
provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or any officer, director, manager, partner or controlling Person of such
indemnified party and shall survive the Transfer of securities.


 


(f)            To the extent that
any of the Investor Holders is, or might be, deemed to be an underwriter of
Registrable Securities pursuant to any SEC comments or policies or any court of
law or otherwise, the Company agrees that (i) the indemnification and
contribution provisions contained in this Section 7 shall be applicable to
the benefit of the Investor Holders in their role as deemed underwriter in
addition to their capacity as a Holder (so long as the amount for which any
other Investor Holder is or becomes responsible does not exceed the amount for
which such Investor Holder would be responsible if the Investor Holder were not
deemed to be an underwriter of Registrable Securities) and (ii) the
Investor Holders and their representatives shall be entitled to conduct the due
diligence which they would normally conduct in connection with an offering of
securities registered under the Securities Act, including without limitation
receipt of customary opinions and comfort letters.


 


Section 8.  Participation in 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 terms and
conditions provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to select the investment banker(s) and manager(s) to
administer the offering (provided that no Holder of Registrable Securities
shall be required to sell more than the number of Registrable Securities that
such Holder has requested to include) and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements; provided
that no holder of Registrable Securities included in any underwritten
registration who is not a management employee of the Company 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 ownership of Registrable Securities 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 7 hereof.


 


19

















 


(b)           Each holder agrees
that (i) upon receipt from the Company of its intention to suspend the
effectiveness of any registration statement pursuant to Section 2(e) or
(ii) upon receipt from the Company of notice pursuant to Section 5(e),
such holder shall immediately discontinue offer and sales of the Registrable
Securities under any registration statement until, in the case of (i) above,
such holders receives a subsequent notice from the Company that such suspension
has been revoked or withdrawn, and, in the case of (ii) above, such holder
receives copies of a supplemented or amended prospectus that corrects the
misstatements or omissions referred to in the notice and receives notice that
any post-effective amendment has become effective.


 


(c)           If any such
registration or comparable statement refers to any Holder by name or otherwise
as the holder of any securities of the Company and if in such Holder’s sole and
exclusive judgment, such Holder is or might be deemed to be an underwriter or a
controlling person of the Company, such Holder shall have the right to require (i) the
insertion therein of language, in form and substance satisfactory to such Holder
and presented to the Company in writing, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the Company’s securities covered thereby
and that such holding does not imply that such Holder will assist in meeting
any future financial requirements of the Company, or (ii) in the event
that such reference to such Holder by name or otherwise is not required by the
Securities Act or any similar Federal statute then in force, the deletion of
the reference to such Holder; provided
that with respect to this clause (ii), if requested by the Company, such Holder
shall furnish to the Company an opinion of counsel to such effect, which
opinion and counsel shall be reasonably satisfactory to the Company.


 


Section 9.  Rule 144 and Rule 144A.  If the Company shall have filed a
registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act in respect of the Common Stock or Equity Securities of the
Company, the Company covenants that (i) so long as it remains subject to
the reporting provisions of the Exchange Act, it will timely file the reports
required to be filed by it under the Securities Act or 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)(1) of Rule 144 or,
if the Company is not required to file such reports, it will, upon the request
of any Holder, make publicly available other information so long as necessary
to permit sales by such Holder under Rule 144, Rule 144A, or any
similar rules or regulations hereafter adopted by the SEC, and (ii) it
will take such further action as any Holder 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, (B) Rule 144A
or (C) any similar rule or regulation hereafter adopted by the
SEC.  Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.


 


Section 10.  Third Party Beneficiaries. Each
Investor Holder shall be a third party beneficiary of the agreements made
hereunder between the Company and VGG Holding, and each Investor Holder shall
have the right to enforce such agreements directly to the extent it deems such
enforcement is necessary or advisable to protect its rights hereunder.


 


20














 


Section 11.  Miscellaneous.


 


(a)           Selection of
Investment Bankers.  If any of the
investment banker(s) and/or manager(s) selected for any public
offering or private sale of the Company’s securities is an Affiliate of the
Initiating Holder, such selection must be approved by the Company, which
approval shall not be unreasonably withheld or delayed.


 


(b)           Other Activities.  Notwithstanding anything in this Agreement,
none of the provisions of this Agreement shall in any way limit an Investor
Holder or any of its Affiliates from engaging in any brokerage, investment
advisory, financial advisory, anti-raid advisory, principaling, merger
advisory, financing, asset management, trading, market making, arbitrage,
investment activity and other similar activities conducted in the ordinary
course of their business. 
Notwithstanding anything herein to the contrary, the restrictions
contained in this Agreement shall not apply to Common Stock or any Equity
Securities acquired by an Investor Holder or any of its Affiliates following
the effective date of the first registration statement of the Company covering
Common Stock (or other securities) to be sold on behalf of the Company in an
underwritten public offering.


 


(c)           No Inconsistent
Agreements.  Except as otherwise
provided herein, the Company shall not hereafter enter into any agreement with
respect to its securities which is inconsistent with or violates the rights
granted to the holders of Registrable Securities in this Agreement.


 


(d)           Adjustments
Affecting Registrable Securities. 
The Company shall not take any action, or permit any change to occur,
with respect to its securities which 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 which would adversely
affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a share split or a
combination of shares).


 


(e)           Specific
Performance.  Each of the parties
hereto acknowledges that the rights of each party to consummate the transaction
contemplated hereby are unique and recognizes and affirms that in the event of
a breach of this Agreement by any party, money damages may be inadequate and the
non-breaching party may have no adequate remedy at law.  Accordingly, the parties agree that such
non-breaching party shall have the right, in addition to any other rights and
remedies existing in its favor at law or in equity, to enforce its rights and the
other party’s obligations hereunder not only by an action or actions for
damages but also by an action or actions for specific performance, injunctive
and/or other equitable relief (without posting of bond or other security).


 


(f)            Amendments and
Waivers; Termination.  Except as
provided herein, the provisions of this Agreement may be amended or waived only
upon the prior written consent of the Company, VGG Holding and each Investor
Holder.  Notwithstanding anything herein
to the contrary, any such amendment or waiver which materially and adversely
affects rights of the Other Holders and is materially prejudicial to the Other
Holders relative to all of the other holders of the Registrable Securities
cannot be effected without the consent of the Majority Other Holders; provided that adding parties
and/or Registrable Securities to this Agreement shall not be 


 


21

















 


deemed to
adversely affect or be prejudicial to such Other Holders.  This Agreement shall automatically terminate
and be of no further force and effect, on the date on which the Investor
Holders cease to own any Membership Interests in VGG Holding or any Registrable
Securities; provided, that no termination of this Agreement or of any
Holder’s rights or obligations under this Agreement shall terminate the rights
or obligations of any Person under Sections 7 and 8 with respect
to registrations prior to such termination or relieve or release any Person
from any liability for any breach of this Agreement prior to such termination.


 


(g)           Successors and
Assigns.


 


(i)            VGG Holding may
assign any or all of its rights and interests under this Agreement to any of
the members of VGG Holding to whom it transfers or distributes Registrable
Securities in accordance with the VGG LLC Agreement and who executes and
delivers to the Company a joinder to this Agreement in the form of Exhibit A
hereto.  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.


 


(ii)           If the Company is a
party to any merger, amalgamation, consolidation, exchange or other similar
transaction (a “Conversion Event”) pursuant to which Registrable
Securities are converted into or exchanged for securities or the right to
receive Equity Securities of any other Person (“Conversion Securities”),
the issuer of such Conversion Securities (a “Conversion Security Issuer”)
shall assume (in a writing delivered to the Company and the Investor Holders),
with respect to such Conversion Securities, all rights and obligations of the
Company hereunder (which assumption shall not relieve the Company of its
obligations hereunder to the extent that any Registrable Securities issued by the
Company continue to be outstanding and held by a Holder following a Conversion
Event) and this Agreement shall apply with respect to such Conversion
Securities, mutatis mutandis.  The Company will not effect any Conversion
Event unless the issuer of the Conversion Securities complies with this Section 11(g)(ii).


 


(iii)          If the registrant
in an IPO is a Subsidiary of the Company, the Company shall cause such
Subsidiary to become a party to this Agreement and the parties hereto agree to
amend this Agreement so that references to “the Company” herein shall refer to
the Company and such Subsidiary collectively.


 


(h)           Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.


 


(i)            Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


(j)            Descriptive
Headings.  The section headings of
this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


22

















 


(k)           Governing Law.  This Agreement and the rights and duties of
the parties hereto hereunder shall be governed by and construed in accordance
with laws of the State of Delaware (without giving effect to the choice of law
principles therein).


 


(l)            Submission to
Jurisdiction.  Each of the parties
hereto (i) consents to submit itself to the personal jurisdiction of the
Court of Chancery or other courts of the State of Delaware in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, (ii) agrees that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from such
court, (iii) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any
court other than the Court of Chancery or other courts of the State of Delaware
and (iv) to the fullest extent permitted by law, consents to service being
made through the notice procedures set forth in Section 11(n) below.  Each party hereto hereby agrees that, to the
fullest extent permitted by law, service of any process, summons, notice or
document by U.S. registered mail to the respective addresses set forth in Section 11(n) below
shall be effective service of process for any suit or proceeding in connection
with this Agreement or the transactions contemplated hereby.


 


(m)          Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE MERGER.  EACH OF THE PARTIES HERETO (A) CERTIFIES
THAT 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 THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE MERGER, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(M).


 


(n)           Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (a) on
the date of delivery if delivered personally, (b) on the first business
day following the date of dispatch if delivered by a nationally recognized
next-day courier service, (c) on the fifth business day following the date
of mailing if delivered by registered or certified mail (postage prepaid,
return receipt requested) or (d) if sent by facsimile or electronic
transmission, when transmitted and receipt is confirmed.  All notices hereunder shall be delivered to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section 11(n)):


 


23

















 


	
  (i)

  	
   

  	
  if to Veritas:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Veritas
  Capital Fund III, L.P.,

  
	
   

  	
   

  	
  c/o Veritas
  Capital Fund Management, L.L.C.

  
	
   

  	
   

  	
  590 Madison
  Avenue

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Attention:
  Robert B. McKeon

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 688-9411

  
	
   

  	
   

  	
  E-mail:
  rmckeon@veritascapital.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AX Holding LLC

  
	
   

  	
   

  	
  c/o Veritas
  Capital Fund Management, L.L.C.

  
	
   

  	
   

  	
  590 Madison
  Avenue

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Attention:
  Robert B. McKeon

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 688-9411

  
	
   

  	
   

  	
  E-mail:
  rmckeon@veritascapital.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  each with a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schulte
  Roth & Zabel LLP

  
	
   

  	
   

  	
  919 Third Avenue

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Attention:
  Benjamin M. Polk

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 593-5955

  
	
   

  	
   

  	
  E-mail:
  benjamin.polk@srz.com

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  if to the Golden
  Gate Entities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Golden Gate
  Private Equity, Inc.

  
	
   

  	
   

  	
  One Embarcadero
  Center, 33rd Floor

  
	
   

  	
   

  	
  San Francisco,
  California 94111

  
	
   

  	
   

  	
  Attention:
  Prescott Ashe

  
	
   

  	
   

  	
  John Knoll

  
	
   

  	
   

  	
  Facsimile No.:
  (415) 627-1338

  
	
   

  	
   

  	
  E-mail: pashe@goldengatecap.com

  
	
   

  	
   

  	
  jknoll@goldengatecap.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kirkland &
  Ellis

  
	
   

  	
   

  	
  555 California
  Street

  
	
   

  	
   

  	
  San Francisco,
  California 94104

  
	
   

  	
   

  	
  Attention:
  Jeffrey C. Hammes, P.C.

  
	
   

  	
   

  	
  Stephen D. Oetgen

  
	
   

  	
   

  	
  Facsimile No.:
  (415) 439-1500

  
	
   

  	
   

  	
  E-mail: jhammes@kirkland.com

  
	
   

  	
   

  	
  soetgen@kirkland.com

  



 


24

















 


	
  (iii)

  	
   

  	
  if to Goldman:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS Direct,
  L.L.C.

  
	
   

  	
   

  	
  85 Broad Street

  
	
   

  	
   

  	
  New York, New
  York 10004

  
	
   

  	
   

  	
  Attention:
  Gerald J. Cardinale

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 357-5505

  
	
   

  	
   

  	
  E-mail:
  gerry.cardinale@gs.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fried, Frank,
  Harris, Shriver & Jacobson LLP

  
	
   

  	
   

  	
  One New York
  Plaza

  
	
   

  	
   

  	
  New York, New
  York 10004-1980

  
	
   

  	
   

  	
  Attention:
  Christopher Ewan

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 859-4000

  
	
   

  	
   

  	
  E-mail:
  EwanCh@friedfrank.com

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  if to the
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AX Holding Corp.

  
	
   

  	
   

  	
  35 South Service
  Road

  
	
   

  	
   

  	
  Plainview, New
  York 11803

  
	
   

  	
   

  	
  Attention:
  Leonard Borow

  
	
   

  	
   

  	
  Facsimile No.:
  (516) 694-0658

  
	
   

  	
   

  	
  E-mail:
  len.borow@aeroflex.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schulte
  Roth & Zabel LLP

  
	
   

  	
   

  	
  919 Third Avenue

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Attention:
  Benjamin M. Polk

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 593-5955

  
	
   

  	
   

  	
  E-mail:
  benjamin.polk@srz.com

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  if to VGG
  Holding:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VGG Holding LLC

  
	
   

  	
   

  	
  c/o Veritas
  Capital Fund Management, L.L.C.

  
	
   

  	
   

  	
  590 Madison
  Avenue

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Attention:
  Robert B. McKeon

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 688-9411

  
	
   

  	
   

  	
  E-mail:
  rmckeon@veritascapital.com

  



 


25

















 


	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schulte
  Roth & Zabel LLP

  
	
   

  	
   

  	
  919 Third Avenue

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Attention:
  Benjamin M. Polk

  
	
   

  	
   

  	
  Facsimile No.:
  (212) 593-5955

  
	
   

  	
   

  	
  E-mail: benjamin.polk@srz.com

  



 


(o)           Entire Agreement.  This Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof
and thereof and supersede all prior agreements and undertakings, both written
and oral, among the parties hereto, or any of them, with respect to the subject
matter hereof and thereof.


 


(p)           References to
Laws.  Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.


 


(q)           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.


 


(r)            Additional
Parties; Joinder.  The Company may,
with the prior written consent of each Investor Holder, permit any Person who
acquires Equity Securities of the Company after the date hereof to become a
party to this Agreement and to succeed to all of the rights and obligations of
an Other Holder under this Agreement by entering into a joinder to this
Agreement with such Person in the form of Exhibit A attached
hereto, and upon the execution and delivery of the joinder by such Person and
the Company, such Person shall for all purposes be an Other Holder under this
Agreement with respect to Other Registrable Securities.


 


(s)           Withdrawal from
Agreement.  At any time following an
IPO, any Investor Holder who, together with its Affiliates, beneficially owns
less than 5% of the Equity Securities of the Company on a fully diluted basis
may elect (on behalf of itself and all of its Affiliates that hold Registrable
Securities), by written notice to the Company and the other Investor Holders,
to (a) withdraw all Registrable Securities held by such Investor Holder
and all of its Affiliates from this Agreement (Registrable Securities withdrawn
pursuant to this clause (a), the “Withdrawn Securities”) and (b) terminate
this Agreement with respect to such Investor Holder and its Affiliates
(Investor Holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing
Holders”).  From and after the date
of delivery of such withdrawal notice, the Withdrawn Securities shall cease to
be Registrable Securities subject to this Agreement and, if applicable, the
Withdrawing Holders shall cease to be parties to this Agreement, shall cease to
have any demand or other registration rights, and shall no longer be subject to
any future obligations under this Agreement (but for the avoidance of doubt,
such Withdrawing Holders shall not be released from any obligations of such
Withdrawing Holders prior to the date of delivery of such withdrawal notice).


 


26

















 


[END OF
PAGE]

[SIGNATURE PAGES FOLLOW]


 


27

















 


IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be duly executed as of the date first written above.


 


	
   

  	
  AX HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hugh Evans

  
	
   

  	
   

  	
  Name: Hugh Evans

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VGG HOLDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hugh Evans

  
	
   

  	
   

  	
  Name: Hugh Evans

  
	
   

  	
   

  	
  Title: Secretary

  



 

















 


EXHIBIT A


FORM OF JOINDER TO REGISTRATION
RIGHTS AGREEMENT


 


This JOINDER AGREEMENT TO REGISTRATION RIGHTS, dated as of
                                    
      , 20     (this “Joinder
Agreement”), is made by and between AX Holding Corp., a Delaware
corporation (the “Company”), and the undersigned (the “Joining Party”).


 


WHEREAS, the Company and certain other Persons are parties to that
certain Registration Rights Agreement, dated as of July [  ],
2007, as amended from time to time in accordance with its terms (the “Registration
Rights Agreement”);


 


WHEREAS, the Joining Party has become a holder of Common Stock of the
Company;


 


WHEREAS, the Joining Party wishes to join and become a party to the
Registration Rights Agreement, and the Company wishes to accept the Joining
Party as a party thereto, all on the terms of this Joinder Agreement; and


 


WHEREAS, this Joinder Agreement is intended to modify the Registration
Rights Agreement and is delivered pursuant to and conforms with the
requirements of Section 11(g) or Section 11(r) of the
Registration Rights Agreement;


 


NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Joinder Agreement hereby agree as
follows:


 


1.             Joinder.  The Joining Party hereby joins and becomes a
party to, and the Company hereby accepts the Joining Party as a party to, the
Registration Rights Agreement.  The
Company and the Joining Party each acknowledge and agree that the Joining Party
is entitled to the benefits, and is subject to the obligations, of a holder of
Other Registrable Securities (as defined in the Registration Rights Agreement)
under the Registration Rights Agreement.


 


2.             Acknowledgment.  The Joining Party acknowledges that it has
received a copy of the Registration Rights Agreement.


 


3.             Governing Law.  This Joinder Agreement and the rights and
duties of the parties hereto hereunder shall be governed by and construed in
accordance with laws of the State of Delaware (without giving effect to the
choice of law principles therein).


 


4.             Counterparts.  This Joinder Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


 


[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]


 


1

















 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Joinder Agreement to Registration Rights Agreement as of the date first above
written.


 


 


	
   

  	
  AX HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOINING PARTY:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2