Exhibit 4.18


 


REGISTRATION RIGHTS
AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of July 6, 2007, is by and among Buck Holdings L.P., a Delaware
limited partnership (the “Partnership”), Buck Holdings, LLC, a Delaware
limited liability company and the general partner of the Partnership (“Holdings”),
Dollar General Corporation, a Tennessee corporation, and each of the parties
hereto.  Each of the Persons listed on
the signature pages hereto (other than the Partnership (if the Partnership
is the Corporation) and Holdings), any other Person who may become a party
hereto pursuant to Section 11(c) and, if the Partnership is not the
Corporation, the Partnership, are referred to individually as a “Shareholder”
and collectively as the “Shareholders”).


 


WHEREAS, Holdings and the Shareholders are parties
to that certain Amended and Restated Limited Partnership Agreement, dated as of
the date hereof, as the same may hereafter be amended from time to time (the “Partnership
Agreement”);


 


WHEREAS, if the Partnership, as provided herein,
elects to effect an underwritten public offering of its equity securities or if
an existing or newly created subsidiary of the Partnership elects to effect an
underwritten public offering of its equity securities the parties hereto desire
to have certain registration and other rights with respect to the Common Stock
of such entity; and


 


WHEREAS, the Partnership has agreed to bind the
Corporation to provide registration rights with respect to the Registrable
Securities (as defined below), as set forth in this Agreement, and the Partners
have agreed to act in good faith in order to effectuate these registration
rights with respect to the Corporation.


 


NOW, THEREFORE, for and in consideration of the
mutual agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.               Definitions. 
As used in this Agreement, the following terms shall have the following
meanings, and terms used herein but not otherwise defined herein shall have the
meanings assigned to them in the Partnership Agreement:


 


“Agreement” shall have the meaning set forth
in the Preamble.


 


“Bridge Shareholders” shall mean Citigroup
Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II
2007 Citigroup Investment, L.P., Citigroup Capital Partners II Onshore, L.P.,
Citigroup Capital Partners II Cayman Holdings, L.P., CPE Co-Investment (Dollar
General) LLC and their Permitted Transferees.


 


“Common Stock” shall mean all shares existing
or hereafter authorized of any class of common stock of the Corporation, or
partnership interests or units if the Partnership is the Corporation, which has
the right (subject always to the rights of any class or series of preferred
stock of the Corporation) to participate in the distribution of the assets and
earnings of 


 


 

















 


 


the Corporation without
limit as to per share amount, including any shares of capital stock into which
Common Stock may be converted (as a result of recapitalization, share exchange
or similar event) or are issued with respect to Common Stock, including,
without limitation, with respect to any stock split or stock dividend, or a
successor security.


 


“Corporation” shall mean the IPO Corporation
or such other corporation as shall be the successor to the IPO Corporation.


 


“Demand Notice” shall have the meaning set
forth in Section 3(a) hereof.


 


“Demand Registration” shall have the meaning
set forth in Section 3(a) hereof.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and any successor statute thereto and the rules and
regulations of the SEC promulgated thereunder.


 


“Goldman Shareholders” shall mean GS Capital
Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital
Partners VI GmbH & Co. KG, GS Capital Partners VI Offshore Fund, L.P.,
GSUIG, L.L.C., Goldman Sachs DGC Investors, L.P. and Goldman Sachs DGC
Investors Offshore Holdings, L.P. and their Permitted Transferees.


 


“Holdings” shall have the meaning set forth
in the Preamble.


 


“Indemnified Party” shall have the meaning
set forth in Section 8(c) hereof.


 


“Indemnifying Party” shall have the meaning
set forth in Section 8(c) hereof.


 


“Initial Public Offering” means any firm
commitment underwritten offering (or series of related offerings) of Common
Stock to the public pursuant to an effective registration statement under the
Securities Act (i) for which aggregate cash proceeds to be received by the
Corporation from such offering (or series of related offerings) (without
deducting underwriting discounts, expenses and commissions) are at least
$400,000,000, or (ii) which covers at least 35% of the outstanding shares
of Common Stock.


 


“KKR Shareholders” shall mean KKR 2006 Fund
L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and their Permitted
Transferees.


 


“Losses” shall have the meaning set forth in Section 8(a) hereof.


 


“Notice” shall have the meaning set forth in Section 3(a).


 


“Partnership” shall have the meaning set
forth in the Preamble.


 


“Partnership Agreement” shall have the
meaning set forth in the recitals.


 


“Permitted Transferee” shall have the meaning
set forth in the Partnership Agreement.


 


 


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“Person” shall mean any natural person,
corporation, limited partnership, general partnership, limited liability
company, joint stock company, joint venture, association, company, estate,
trust, bank trust company, land trust, business trust, or other organization,
whether or not a legal entity, custodian, trustee-executor, administrator,
nominee or entity in a representative capacity and any government or agency or
political subdivision thereof.


 


“Piggyback Notice” shall have the meaning set
forth in Section 4(a) hereof.


 


“Piggyback Registration” shall have the
meaning set forth in Section 4(a) hereof.


 


“Proceeding” shall mean an action, claim,
suit, arbitration or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced
or threatened.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by such Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such prospectus.


 


“Public Offering” shall mean the sale of
Common Stock to the public pursuant to an effective Registration Statement
(other than Form S-4 or Form S-8 or any similar or successor form)
filed under the Securities Act or any comparable law or regulatory scheme of
any foreign jurisdiction.


 


“Qualified Holder” shall mean the KKR
Shareholders and the Goldman Shareholders and, if the Partnership is not the
Corporation, the Partnership.


 


“Registrable Securities” shall mean any
shares of Common Stock currently held or hereafter acquired by the
Shareholders, whether pursuant to Section 4.9 of the Partnership Agreement
or by any other means, and any other securities issued or issuable with respect
to any such shares by way of share split, share dividend, recapitalization,
exchange or similar event or otherwise. 
As to any particular Registrable Securities, once issued such securities
shall cease to be Registrable Securities when (i) they are sold pursuant
to an effective Registration Statement under the Securities Act, (ii) they
are sold pursuant to Rule 144 (or any similar provision then in force
under the Securities Act), (iii) they shall have ceased to be outstanding,
or (iv) they have been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of
the securities.  No Registrable
Securities may be registered under more than one Registration Statement at any
one time.


 


“Registration Statement” shall mean any
registration statement of the Corporation under the Securities Act which covers
any of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all material 


 


 


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incorporated by reference or
deemed to be incorporated by reference in such registration statement.


 


“Requisite Investor Shareholders” shall mean
the KKR Shareholders and any other Shareholders who are Requisite Limited
Partners and hold Registrable Securities.


 


“Requisite Limited Partners” shall have the
meaning set forth in the Partnership Agreement.


 


“Rule 144” shall mean Rule 144
under the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC.


 


“SEC” shall mean the Securities and Exchange
Commission or any successor agency having jurisdiction under the Securities
Act.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended, and any successor statute thereto and the rules and
regulations of the SEC promulgated thereunder.


 


“Shareholders” shall have the meaning set
forth in the Preamble.


 


“Shelf Underwritten Offering” shall have the
meaning set forth in Section 4(c) hereof.


 


“Take-Down Notice” shall have the meaning set
forth in Section 4(c) hereof.


 


“underwritten registration or underwritten
offering” shall mean a registration in which securities of the Corporation
are sold to an underwriter for reoffering to the public.


 


Section 2.               Holders of Registrable Securities.  A Person is deemed, and shall only be deemed,
to be a holder of Registrable Securities if such Person owns Registrable
Securities or has a right to acquire such Registrable Securities and such
Person is a Shareholder.


 


Section 3.               Demand Registrations.


 


(a)           Requests for Registration.  Subject to the following paragraphs of this Section 3(a),
(i) the Requisite Investor Shareholders shall have the right, by
delivering or causing to be delivered a written notice to the Corporation, to
require the Corporation to register, pursuant to the terms of this Agreement,
under and in accordance with the provisions of the Securities Act, the sale of
a number of shares of Common Stock specified by such group of Requisite
Investor Shareholders to be so issued and sold in the Initial Public Offering
and (ii) following the Initial Public Offering, a Qualified Holder shall
have the right, by delivering, directly or indirectly, a written notice to the
Corporation, to require the Corporation to register and pursuant to the terms
of this Agreement, under and in accordance with the provisions of the
Securities Act, the number of Registrable Securities requested to be so
registered pursuant to the terms of this Agreement (any such written notice, a “Demand
Notice” and any such registration, a “Demand Registration”); provided,
however, that a Demand Notice may only be made if the sale of the
Registrable Securities requested to be registered by such Qualified Holder is
reasonably expected to result in aggregate gross cash proceeds in excess of
$50,000,000 (without 


 


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regard to any underwriting discount or commission); provided,
further that, unless the Requisite Investor Shareholders shall otherwise
consent, the Corporation shall not be obligated to file a registration
statement relating to any registration request under this Section 3(a) within
a period of 180 days after the effective date of any other registration
statement relating to any registration request under this Section 3(a) (except
if the underwriters shall require a longer period, but in any event no more
than 270 days).  Following receipt of a
Demand Notice for a Demand Registration in accordance with this Section 3(a),
the Corporation shall use its reasonable best efforts to file a Registration
Statement as promptly as practicable and shall use its reasonable best efforts
to cause such Registration Statement to be declared effective under the
Securities Act as promptly as practicable after the filing thereof.


 


No Demand Registration shall be deemed to have
occurred for purposes of this Section 3 if the Registration Statement
relating thereto (i) does not become effective, (ii) is not
maintained effective for the period required pursuant to this Section 3,
or (iii) the offering of the Registrable Securities pursuant to such
Registration Statement is subject to a stop order, injunction, or similar order
or requirement of the SEC during such period, in which case, such requesting
holder of Registrable Securities shall be entitled to an additional Demand
Registration in lieu thereof.


 


Within 10 days after receipt by the Corporation of a
Demand Notice in accordance with this Section 3(a), the Corporation shall
give written notice (the “Notice”) of such Demand Notice to all other
holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof,
include in such registration all Registrable Securities with respect to which
the Corporation received written requests for inclusion therein within 15 days
after such Notice is given by the Corporation to such holders.


 


Notwithstanding anything to the contrary in this
Agreement, unless otherwise consented to by the Requisite Investor
Shareholders, in connection with a Demand Notice for an Initial Public
Offering, the Corporation shall only be required to deliver any Notice or
Piggyback Notice as provided in clause (i) of the second paragraph of Section 4.


 


All requests made pursuant to this Section 3
will specify the number of Registrable Securities to be registered and/or, in
the case of an Initial Public Offering, the number of shares of Common Stock to
be issued, and the intended methods of disposition thereof.


 


The Corporation shall be required to maintain the
effectiveness of the Registration Statement with respect to any Demand
Registration for a period of at least 180 days after the effective date thereof
or such shorter period during which all Registrable Securities included in such
Registration Statement have actually been sold; provided, however,
that such period shall be extended for a period of time equal to the period the
holder of Registrable Securities refrains from selling any securities included
in such Registration Statement at the request of the Corporation or an underwriter
of the Corporation pursuant to the provisions of this Agreement.


 


(b)           Priority on Demand Registration.  If any of the Registrable Securities
registered pursuant to a Demand Registration are to be sold in a firm
commitment underwritten offering, and the managing underwriter or underwriters
advise the holders of such 


 


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securities in writing that in its view the total
number or dollar amount of Registrable Securities proposed to be sold in such
offering is such as to adversely affect the success of such offering
(including, without limitation, securities proposed to be included by other
holders of securities entitled to include securities in such Registration
Statement pursuant to incidental or piggyback registration rights), then there
shall be included in such firm commitment underwritten offering the number or
dollar amount of Registrable Securities that in the opinion of such managing
underwriter can be sold without adversely affecting such offering, and such
number of Registrable Securities shall be allocated as follows, unless the
underwriter requires a different allocation:


 


(i)            first, pro rata
among the holders of Registrable Securities on the basis of the percentage of
the Registrable Securities requested to be included in such Registration
Statement by such holders; and


 


(ii)           second, the
securities for which inclusion in such Demand Registration, as the case may be,
was requested by the Corporation.


 


For purposes of any underwriter cutback, all
Registrable Securities held by any Shareholder shall also include any
Registrable Securities held by the partners, retired partners, shareholders or
affiliates of such holder, or the estates and family members of any such holder
or such partners and retired partners, any trusts for the benefit of any of the
foregoing persons and, at the election of such holder or such partners, retired
partners, trust or affiliates, any charitable organization, in each case to
which any of the foregoing shall have been distributed, transferred or
contributed Common Stock prior to the execution of the underwriting agreement
in connection with such underwritten offering; provided that such
distribution, transfer or contribution occurred not more than 90 days prior to
such execution, and such holder and other persons shall be deemed to be a
single selling holder, and any pro rata reduction (unless the managing
underwriter requires a different allocation) with respect to such selling
holder shall be based upon the aggregate amount of Common Stock owned by all
entities and individuals included in such selling holder, as defined in this
sentence.  No securities excluded from
the underwriting by reason of the underwriter’s marketing limitation shall be
included in such registration.


 


(c)           Postponement of Demand Registration.  The Corporation shall be entitled to postpone
(but not more than once in any 12-month period), for a reasonable period of
time not in excess of 60 days, the filing of a Registration Statement if the
Corporation delivers to the holders requesting registration a certificate
signed by both the president and chief financial officer of the Corporation
certifying that, in the good faith judgment of the board of directors of the
Corporation, such registration and offering would reasonably be expected to
materially adversely affect or materially interfere with any bona  fide
material financing of the Corporation or any material transaction under
consideration by the Corporation or would require disclosure of information
that has not been disclosed to the public, the premature disclosure of which
would materially adversely affect the Corporation.  Such certificate shall contain a statement of
the reasons for such postponement and an approximation of the anticipated
delay.  The holders receiving such
certificate shall keep the information contained in such certificate
confidential subject to the same terms set forth in Section 6(p).  If the Corporation shall so postpone the
filing of a Registration Statement, the Qualified Holder requesting such
registration shall have the right 


 


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to withdraw the request for registration by giving
written notice to the Corporation within 20 days of the anticipated termination
date of the postponement period, as provided in the certificate delivered to
the holders.


 


(d)           Cancellation of a Demand Registration.  Holders of a majority of the Registrable
Securities which are to be registered in a particular offering pursuant to this
Section 3 shall have the right to notify the Corporation that they have
determined that the registration statement be abandoned or withdrawn, in which
event the Corporation shall abandon or withdraw such registration statement.


 


(e)           Number of Demand Notices.  In connection with the provisions of this Section 3,
(i) the Requisite Investor Shareholders shall have an unlimited number of
Demand Notices which they are permitted to deliver (or cause to be delivered)
to the Corporation hereunder, and (ii) the Goldman Shareholders shall be
limited to two such Demand Notices, which are only exercisable commencing 180
days after the Initial Public Offering (or, if shorter, commencing following
the termination of the lock-up period agreed to the underwriters following the
Initial Public Offering as provided herein) and the Goldman Shareholders may
only exercise one such Demand Notice in any 365-day period; provided, however,
that the Requisite Investor Shareholders and the Goldman Shareholders shall
lose such right to provide (or cause to be provided) a Demand Notice at such
time as they (and their Permitted Transferees) cease to hold Registrable
Securities with a value in excess of $100,000,000.


 


(f)            Registration Statement Form.  If any registration requested pursuant to
this Section 3 which is proposed by the Corporation to be effected by the
filing of a Registration Statement on Form S-3 (or any successor or
similar short-form registration statement) shall be in connection with an
underwritten Public Offering, and if the managing underwriter shall advise the
Corporation in writing that, in its opinion, the use of another form of
Registration Statement is of material importance to the success of such
proposed offering or is otherwise required by applicable law, then such
registration shall be effected on such other form.


 


Section 4.               Piggyback Registration.


 


(a)           Right to Piggyback. 
Except with respect to a Demand Registration, the procedures for which
are addressed in Section 3, if the Corporation proposes to file a
registration statement under the Securities Act with respect to an offering of
Common Stock whether or not for sale of its own account (other than a
registration statement (i) on Form S-4, Form S-8 or any
successor forms thereto or (ii) filed solely in connection with an
exchange offer or any employee benefit or dividend reinvestment plan), then,
each such time after the Initial Public Offering, the Corporation shall give
prompt written notice of such proposed filing at least twenty (20) days before
the anticipated filing date (the “Piggyback Notice”) to all of the
holders of Registrable Securities.  The
Piggyback Notice shall offer such holders the opportunity to include (or cause
to be included) in such registration statement the number of Registrable
Securities as each such holder may request (a “Piggyback Registration”).  Subject to Section 4(b) hereof, the
Corporation shall include in each such Piggyback Registration all Registrable
Securities with respect to which the Corporation has received written requests
for inclusion therein within fifteen (15) days after notice has been given to
the applicable holder.  The eligible
holders of Registrable Securities shall be permitted to withdraw all or part of
the Registrable 


 


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Securities from a Piggyback Registration at any time
at least two business days prior to the effective date of such Piggyback
Registration.  The Corporation shall not
be required to maintain the effectiveness of the Registration Statement for a
Piggyback Registration beyond the earlier to occur of (i) 180 days after
the effective date thereof and (ii) consummation of the distribution by
the holders of the Registrable Securities included in such Registration
Statement.


 


Notwithstanding anything to the contrary in this Agreement,
(i) in connection with a Demand Notice for an Initial Public Offering in
which the Requisite Investor Shareholders are selling (or causing to be sold)
shares of Common Stock beneficially owned by them in any such Initial Public
Offering on a secondary basis, the Corporation shall be required to deliver a
Piggyback Notice and in such event all such holders of Registrable Securities
shall have the right to participate in such offering on a pro rata basis with
the Requisite Investor Shareholders (it being understood that in connection
with any IPO in which the Requisite Investor Shareholders are not selling (or
causing to be sold) shares of Common Stock beneficially owned by them on a
secondary basis, no such Piggyback Notice need be sent) and (ii) no member
of senior management who has been provided with piggyback rights shall be
permitted to exercise such rights unless the Requisite Investor Shareholders
are selling Registrable Securities in such transaction.


 


(b)           Priority on Piggyback Registrations.  The Corporation shall use reasonable efforts
to cause the managing underwriter or underwriters of a proposed underwritten
offering to permit holders of Registrable Securities who have submitted a
Piggyback Notice in connection with such offering to include in such offering
all Registrable Securities included in each holder’s Piggyback Notice on the
same terms and conditions as any other shares of capital stock, if any, of the
Corporation included in the offering. Notwithstanding the foregoing, if the
managing underwriter or underwriters of such underwritten offering have
informed the Corporation in writing that it is their good faith opinion that
the total amount of securities that such holders, the Corporation and any other
Persons having rights to participate in such registration, intend to include in
such offering is such as to adversely affect the success of such offering, then
the amount of securities to be offered (i) for the account of holders of
Registrable Securities (other than the Corporation) and (ii) for the
account of all such other Persons (other than the Corporation) shall be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing underwriter or
underwriters by first reducing, or eliminating if necessary, all securities of
the Corporation requested to be included by such other Persons (other than the
Corporation and holders of Registrable Securities) and then, if necessary,
reducing the securities requested to be included by the holders of Registrable
Securities requesting such registration pro rata among such holders on the
basis of the percentage of the Registrable Securities requested to be included
in such Registration Statement by such holders.


 


(c)           Shelf-Take Downs. 
At any time that a shelf registration statement covering Registrable
Securities pursuant to Section 3 or Section 4 is effective, if any
holder or group of holders of Registrable Securities delivers a notice to the
Corporation (a “Take-Down Notice”) stating that it intends to effect an
underwritten offering of all or part of its Registrable Securities included by
it on the shelf registration statement (a “Shelf Underwritten Offering”),
then, provided that the Coordination Committee approves of such Shelf
Underwritten Offering, the Corporation shall amend or supplement the shelf
registration statement as may be necessary 


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in order to enable such Registrable Securities to be
distributed pursuant to the Shelf Underwritten Offering (taking into account
the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)).  In connection with any Shelf Underwritten
Offering:


 


(i)            such proposing
holder(s) shall also deliver the Take-Down Notice to all other holders
included on such shelf registration statement and permit each holder to include
its Registrable Securities included on the shelf registration statement in the
Shelf Underwritten Offering if such holder notifies the proposing holders and
the Corporation within five business days after delivery of the Take-Down
Notice to such holder; and


 


(ii)           in the event that
the underwriter determines that marketing factors (including an adverse effect
on the per share offering price) require a limitation on the number of shares
which would otherwise be included in such take down, the underwriter may limit
the number of shares which would otherwise be included in such take-down
offering in the same manner as described in Section 3(b) with respect
to a limitation of shares to be included in a registration.


 


 


Section 5.               Restrictions on Public Sale by Holders of
Registrable Securities.  Each
Shareholder agrees, in connection with the Initial Public Offering, and each
holder of Registrable Securities agrees, in connection with any underwritten
offering made pursuant to a Registration Statement filed pursuant to Section 3
or Section 4 hereof (whether or not such holder elected to include
Registrable Securities in such Registration Statement), if requested (pursuant
to a written notice) by the managing underwriter or underwriters in an
underwritten offering, not to effect any public sale or distribution of any of
the Corporation’s securities (except as part of such underwritten offering),
including a sale pursuant to Rule 144 or any swap or other economic
arrangement that transfers to another any of the economic consequences of
owning the Common Stock, or to give any Demand Notice during the period
commencing on the date of the request (which shall be no earlier than 14 days
prior to the expected “pricing” of such offering) and continuing for not more
than 180 days (with respect to the Initial Public Offering) or 90 days after
the date of the Prospectus (or Prospectus supplement if the offering is made
pursuant to a “shelf” registration), pursuant to which such public offering
shall be made, plus an extension period, which shall be no longer than 17 days,
as may be proposed by the managing underwriter to address NASD regulations
regarding the publishing of research, or such lesser period as is required by
the managing underwriter.  The
Coordination Committee shall be responsible for negotiating all “lock-up”
agreements with the underwriters and, in addition to the foregoing provisions
of this Section 5, the Shareholders and holders of Registrable Securities
agree to execute the form so negotiated.


 


If any registration pursuant to Section 3 of
this Agreement shall be in connection with any underwritten Public Offering,
the Corporation will not effect any public sale or distribution of any common
equity (or securities convertible into or exchangeable or exercisable for
common equity) (other than a registration statement (i) on Form S-4, Form S-8
or any successor forms thereto or (ii) filed solely in connection with an
exchange offer or any employee benefit or dividend reinvestment plan) for its
own account, within 90 days (or such shorter periods as the managing
underwriters may agree to with the Coordination Committee) after the effective
date of such registration.


 


 


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Section 6.               Registration Procedures.  If and whenever the Corporation is required
to use its reasonable best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section 3
and Section 4 hereof, the Corporation shall effect such registration to
permit the sale of such Registrable Securities in accordance with the intended
method or methods of disposition thereof, and pursuant thereto the Corporation
shall cooperate in the sale of the securities and shall, as expeditiously as
possible:


 


(a)           prepare and file with the SEC a Registration Statement or
Registration Statements on such form as shall be available for the sale of the
Registrable Securities by the holders thereof or by the Corporation in
accordance with the intended method or methods of distribution thereof, and use
its reasonable best efforts to cause such Registration Statement to become
effective and to remain effective as provided herein; provided, however,
that before filing a Registration Statement or Prospectus or any amendments or
supplements thereto (including documents that would be incorporated or deemed
to be incorporated therein by reference), the Corporation shall furnish or
otherwise make available to the holders of the Registrable Securities covered
by such Registration Statement, their counsel and the managing underwriters, if
any, copies of all such documents proposed to be filed, which documents will be
subject to the reasonable review and comment of such counsel, and such other
documents reasonably requested by such counsel, including any comment letter
from the SEC, and, if requested by such counsel, provide such counsel
reasonable opportunity to 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 Corporation’s books and records, officers,
accountants and other advisors.  The
Corporation 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) 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 Corporation, such filing is
necessary to comply with applicable law;


 


(b)           prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective during the period
provided herein and comply in all material respects with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such Registration Statement; and cause the related Prospectus to be
supplemented by any Prospectus supplement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of the
securities covered by such Registration Statement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under
the Securities Act;


 


(c)           notify each selling holder of Registrable Securities, its
counsel and the managing underwriters, if any, promptly, and (if requested by
any such Person) confirm such notice in writing, (i) when a Prospectus or
any Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC or any other
federal or state governmental authority for amendments or supplements to a
Registration Statement or related Prospectus or for additional information, (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of a
Registration 


 


 


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Statement or the initiation of any proceedings for
that purpose, (iv) if at any time the Corporation has reason to believe
that the representations and warranties of the Corporation contained in any
agreement (including any underwriting agreement) contemplated by Section 6(o) below
cease to be true and correct, (v) of the receipt by the Corporation of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, and (vi) if the Corporation has knowledge of the happening of any
event that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in such Registration Statement, Prospectus or documents so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, not misleading, and that
in the case of the Prospectus, it will not contain any untrue statement of a
material fact or omit 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 (which notice shall notify the selling holders only of the
occurrence of such an event and shall provide no additional information
regarding such event to the extent such information would constitute
material non-public information);


 


(d)           use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement, or the
lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction
at the earliest date reasonably practical;


 


(e)           if requested by the managing underwriters, if any, 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, if any, 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 Corporation has received such request; provided,
however, that the Corporation shall not be required to take any actions
under this Section 6(e) that are not, in the opinion of counsel for
the Corporation, in compliance with applicable law;


 


(f)            furnish or make available to each selling holder of
Registrable Securities, its counsel and each managing underwriter, if any,
without charge, at least one conformed copy of the Registration Statement, the
Prospectus and Prospectus supplements, if applicable, and each post-effective
amendment thereto, including financial statements (but excluding schedules, all
documents incorporated or deemed to be incorporated therein by reference, and
all exhibits, unless requested in writing by such holder, counsel or
underwriter);


 


(g)           deliver to each selling holder of Registrable Securities,
its counsel, and the underwriters, if any, without charge, as many copies of
the Prospectus or Prospectuses (including each form of Prospectus) and each
amendment or supplement thereto as such Persons may reasonably request from
time to time in connection with the distribution of the Registrable


 


 


11

















 


Securities; and the Corporation, subject to the last
paragraph of this Section 6, 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, if any, in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any such amendment or supplement thereto;


 


(h)           prior to any public offering of Registrable Securities,
use its reasonable best efforts to register or qualify or cooperate with the
selling holders of Registrable Securities, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Securities
for offer and sale under the securities or “Blue Sky” laws of such
jurisdictions within the United States as any seller or underwriter reasonably
requests in writing and to keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and to take any other action that may be
necessary or advisable to enable such holders of Registrable Securities to
consummate the disposition of such Registrable Securities in such jurisdiction;
provided, however, that the Corporation will not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action that would subject it to general service of process
in any such jurisdiction where it is not then so subject;


 


(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 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 a firm commitment public
offering, but in any other such sale, within ten (10) business days prior
to having to issue the securities;


 


(j)            use its reasonable best efforts to cause the Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities within the United
States, except as may be required solely as a consequence of the nature of such
selling holder’s business, in which case the Corporation 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, if any, to consummate the disposition of such
Registrable Securities;


 


(k)           upon the occurrence of, and its knowledge of, any event
contemplated by Section 6(c)(vi) above, prepare a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, such Prospectus will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;


 


 


12

















 


 


(l)            prior to the effective date of the Registration Statement
relating to the Registrable Securities, provide a CUSIP number for the
Registrable Securities;


 


(m)          provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such Registration Statement
from and after a date not later than the effective date of such Registration
Statement;


 


(n)           use its reasonable best efforts to cause all shares of
Registrable Securities covered by such Registration Statement to be listed on a
national securities exchange if shares of the particular class of Registrable
Securities are at that time listed on such exchange, as the case may be, prior
to the effectiveness of such Registration Statement (or, if such Registration
is an initial public offering, use its best efforts to cause such Registrable
Securities to be so listed within ten (10) business days following the
effectiveness of such Registration Statement);


 


(o)           Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten
offerings) and take all such other actions reasonably requested by the holders
of a majority of the Registrable Securities being sold in connection therewith
(including those reasonably requested by the managing underwriters, if any) to
expedite or facilitate the disposition of such Registrable Securities, and in
such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration, (i) make
such representations and warranties to the holders of such Registrable
Securities and the underwriters, if any, with respect to the business of the
Corporation 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, if true, confirm the
same if and when requested, (ii) use its reasonable best efforts to
furnish to the selling holders of such Registrable Securities opinions of
counsel to the Corporation and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the managing underwriters,
if any, and counsels to the selling holders of the Registrable Securities),
addressed to each selling holder of Registrable Securities and each of the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such counsel and underwriters, (iii) use its reasonable best
efforts to obtain “cold comfort” letters and updates thereof from the
independent certified public accountants of the Corporation (and, if necessary,
any other independent certified public accountants of any subsidiary of the
Corporation or of any business acquired by the Corporation for which financial
statements and financial data are, or are required to be, included in the
Registration Statement) who have certified the financial statements included in
such Registration Statement, addressed to each selling holder of Registrable
Securities (unless such accountants shall be prohibited from so addressing such
letters by applicable standards of the accounting profession) and each of the
underwriters, if any, 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 substantially
to the effect set forth in Section 8 hereof with respect to all parties to
be indemnified pursuant to said Section except as otherwise agreed by the
Requisite Investor Shareholders and (v) deliver such documents and
certificates as may be reasonably requested by 


 


 


13

















 


the holders of a majority of the Registrable
Securities being sold pursuant to such Registration Statement, their counsel
and the managing underwriters, if any, to evidence the continued validity of
the representations and warranties made pursuant to Section 6(o)(i) above
and to evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Corporation.  The above shall be done at each closing under
such underwriting or similar agreement, or as and to the extent required thereunder;


 


(p)           make available for inspection by a representative of the
selling holders of Registrable Securities, any underwriter participating in any
such disposition of Registrable Securities, if any, and any attorneys or
accountants retained by such selling holders or underwriter, at the offices
where normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Corporation and
its subsidiaries, and cause the officers, directors and employees of the
Corporation and its subsidiaries to supply all information in each case
reasonably requested by any such representative, underwriter, attorney or
accountant 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 Corporation written notice of the proposed
disclosure prior to such disclosure and, if requested by the Corporation,
assist the Corporation 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 Corporation or its subsidiaries in violation
of law;


 


(q)           cause its officers to use their reasonable best efforts to
support the marketing of the Registrable Securities covered by the Registration
Statement (including, without limitation, participation in “road shows”) taking
into account the Corporation’s business needs; and


 


(r)            cooperate with each seller of Registrable Securities and
each underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD.


 


The Corporation may require each holder of
Registrable Securities as to which any registration is being effected to
furnish to the Corporation in writing such information required in connection
with such registration regarding such seller and the distribution of such
Registrable Securities as the Corporation may, from time to time, reasonably
request in writing and the Corporation 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 Corporation of the happening of any event
of the kind described in Section 6(c)(ii), 6(c)(iii), 


 


 


14

















 


6(c)(iv) or 6(c)(v) 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 6(k) hereof, or until it is advised in
writing by the Corporation 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 3 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.


 


Section 7.               Registration Expenses.  All reasonable fees and expenses incident to
the performance of or compliance with this Agreement by the Corporation
(including, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to
filings required to be made with the National Association of Securities Dealers, Inc.
and (B) of compliance with securities or Blue Sky laws, including, without
limitation, any fees and disbursements of counsel for the underwriters in
connection with Blue Sky qualifications of the Registrable Securities pursuant
to Section 6(h)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company and of printing
Prospectuses if the printing of Prospectuses is requested by the managing underwriters,
if any, or by the holders of a majority of the Registrable Securities included
in any Registration Statement), (iii) messenger, telephone and delivery
expenses of the Corporation, (iv) fees and disbursements of counsel for
the Corporation, (v) expenses of the Corporation incurred in connection
with any road show, (vi) fees and disbursements of all independent
certified public accountants referred to in Section 6(o)(iii) hereof
(including, without limitation, the expenses of any “cold comfort” letters
required by this Agreement) and any other persons, including special experts
retained by the Corporation, and (vii) fees and disbursements of one
counsel for the Qualified Holders and the holders of Registrable Securities
whose shares are included in a Registration Statement, which counsel shall be
selected by the Requisite Investor Shareholders if such Registration Statement
is pursuant to a Demand Registration (or if the Demand Registration is made by
the Goldman Shareholders, the Goldman Shareholders) and otherwise by the
holders of a majority of the Registrable Securities included in such
Registration Statement) shall be borne by the Corporation whether or not any
Registration Statement is filed or becomes effective.  In addition, the Corporation shall pay its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit, the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange on which
similar securities issued by the Corporation are then listed and rating agency
fees and the fees and expenses of any Person, including special experts,
retained by the Corporation.


 


The Corporation shall not be required to pay (i) fees
and disbursements of any counsel retained by any holder of Registrable
Securities or by any underwriter (except as set forth in clauses 7(i)(B) and
7(vii)), (ii) any underwriter’s fees (including discounts, commissions or
fees of underwriters, selling brokers, dealer managers or similar securities
industry professionals) relating to the distribution of the Registrable
Securities (other than with respect to Registrable Securities sold by the
Corporation), or (iii) any other expenses of the holders of 


 


 


15

















 


Registrable Securities not
specifically required to be paid by the Corporation pursuant to the first
paragraph of this Section 7.


 


Section 8.               Indemnification.


 


(a)           Indemnification by the Corporation.  The Corporation shall, without limitation as
to time, indemnify and hold harmless, to the fullest extent permitted by law,
each holder of Registrable Securities whose Registrable Securities are covered
by a Registration Statement or Prospectus, the officers, directors, partners,
members, managers, shareholders, accountants, attorneys, agents and employees
of each of them, each Person who controls each such holder (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, partners, members, managers, shareholders,
accountants, attorneys, agents and employees of each such controlling person,
each underwriter, if any, and each Person who controls (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) such underwriter,
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and reasonable attorneys’
fees and any legal or other fees or expenses incurred by such party in
connection with any investigation or Proceeding), expenses, judgments, fines,
penalties, charges and amounts paid in settlement (collectively, “Losses”),
as incurred, arising out of or based upon any untrue statement (or alleged
untrue statement) of a material fact contained in any Prospectus, offering
circular, or other document (including any related Registration Statement,
notification, or the like) incident to any such registration, qualification, or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Corporation of the Securities
Act, the Exchange Act, any state securities law, or any rule or regulation
thereunder applicable to the Corporation and (without limitation of the
preceding portions of this Section 8(a)) will reimburse each such holder,
each of its officers, directors, partners, members, managers, shareholders,
accountants, attorneys, agents and employees and each Person who controls each
such holder and the officers, directors, partners, members, managers,
shareholders, accountants, attorneys, agents and employees of each such controlling
person, each such underwriter, and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Corporation will not be liable
in any such case to the extent that any such claim, loss, damage, liability, or
expense arises out of or is based on any untrue statement or omission by such
holder or underwriter, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
Registration Statement, Prospectus, offering circular, or other document in
reliance upon and in conformity with written information furnished to the Corporation
by such holder for use therein.  It is
agreed that the indemnity agreement contained in this Section 8(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Corporation (which consent shall not be unreasonably withheld).


 


(b)           Indemnification by Holder of Registrable Securities.  The Corporation may require, as a condition
to including any Registrable Securities in any registration statement filed in
accordance with this Agreement, that the Corporation shall have received an
undertaking reasonably satisfactory to it from the prospective seller of such 


 


 


16

















 


 


Registrable Securities to indemnify, to the fullest
extent permitted by law, severally and not jointly with any other holders of
Registrable Securities, the Corporation, its directors and officers and each
Person who controls the Corporation (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act) and all other
prospective sellers, from and against all Losses arising out of or based on any
untrue statement of a material fact contained in any such Registration
Statement, Prospectus, offering circular, or other document, or any omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will (without limitation of the
portions of this Section 8(b)) reimburse the Corporation, its directors
and officers and each Person who controls the Corporation (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange
Act) and all other prospective sellers for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that such untrue statement or omission is made in such
Registration Statement, Prospectus, offering circular, or other document in
reliance upon and in conformity with written information furnished to the
Corporation by such holder for inclusion in such Registration Statement,
Prospectus, offering circular or other document; provided, however,
that the obligations of such holder hereunder shall not apply to amounts paid
in settlement of any such claims, losses, damages, or liabilities (or actions
in respect thereof) if such settlement is effected without the consent of such
holder (which consent shall not be unreasonably withheld); and provided,
further, that the liability of such holder of Registrable Securities
shall be limited to the net proceeds received by such selling holder from the
sale of Registrable Securities covered by such Registration Statement.


 


(c)           Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall give
prompt notice to the party from which such indemnity is sought (the “Indemnifying
Party”) of any claim or of the commencement of any Proceeding with respect
to which such Indemnified Party seeks indemnification or contribution pursuant
hereto; provided, however, that the delay or failure to so notify
the Indemnifying Party shall not relieve the Indemnifying Party from any
obligation or liability except to the extent that the Indemnifying Party has
been materially prejudiced by such delay or failure.  The Indemnifying Party shall have the right,
exercisable by giving written notice to an Indemnified Party promptly after the
receipt of written notice from such Indemnified Party of such claim or
Proceeding, to, unless in the Indemnified Party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, assume, at the Indemnifying Party’s expense,
the defense of any such claim or Proceeding, with counsel reasonably
satisfactory to such Indemnified Party; provided, however, that
an Indemnified Party shall have the right to employ separate counsel in any
such claim or Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless: (i) the Indemnifying Party agrees to pay such fees and
expenses; or (ii) the Indemnifying Party fails promptly to assume, or in
the event of a conflict of interest cannot assume, the defense of such claim or
Proceeding or fails to employ counsel reasonably satisfactory to such
Indemnified Party, in which case the Indemnified Party shall have the right to
employ separate counsel and to assume the defense of such claim or proceeding
at the Indemnifying Party’s expense; provided, further, however,
that the Indemnifying Party shall not, in connection with any one such claim or
Proceeding or separate but substantially similar or related claims or
Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees 


 


 


17

















 


and expenses of more than one firm of attorneys
(together with appropriate local counsel) at any time for all of the
Indemnified Parties, or for fees and expenses that are not reasonable.  Whether or not such defense is assumed by the
Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent (but such consent will
not be unreasonably withheld).  The
Indemnifying Party shall not consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such claim or litigation for which such Indemnified Party would
be entitled to indemnification hereunder.


 


(d)           Contribution. 
If the indemnification provided for in this Section 8 is
unavailable to an Indemnified Party in respect of any Losses (other than in
accordance with its terms), then each applicable Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party, on the one hand, and such Indemnified Party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying
Party, on the one hand, and Indemnified Party, on the other hand, shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made (or omitted) by, or
relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent any such action, statement or omission.


 


The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. 
Notwithstanding the provisions of this Section 8(d), an
Indemnifying Party that is a selling holder of Registrable Securities shall not
be required to contribute any amount in excess of the amount that such
Indemnifying Party has otherwise been, or would otherwise be, required to pay
pursuant to Section 8(b) by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


(e)           Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 


Section 9.               Rule 144.


 


(a)           After an Initial Public Offering, the Corporation shall (i) file
the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner, (ii) take such further action as any
holder of Registrable Securities may reasonably request, and (iii) furnish
to each holder of Registrable Securities forthwith upon written request, 


 


 


18

















 


(x) a written statement by the Corporation as
to its compliance with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (y) a copy of the most recent annual
or quarterly report of the Corporation, and (z) such other reports and
documents so filed by the Corporation as such holder may reasonably request in
availing itself of Rule 144, 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 limitations of the exemption provided by Rule 144.  Upon the request of any holder of Registrable
Securities, the Corporation shall deliver to such holder a written statement as
to whether it has complied with such requirements.


 


(b)           The foregoing provisions of this Section 9 are not
intended to modify or otherwise affect any restrictions on transfers of
securities contained in the Partnership Agreement.


 


Section 10.             Underwritten Registrations.  If any Demand Registration is an underwritten
offering, the Coordination Committee (or, in the event of a Demand Registration
at the request of the Goldman Shareholders, the Goldman Shareholders) shall
have the right to select the investment banker or investment bankers and
managers to administer the offering, subject to approval by the Corporation,
not to be unreasonably withheld.  The
Corporation shall have the right to select the investment banker or investment
bankers and managers to administer any Piggyback Registration.


 


No Person may participate in any underwritten
registration hereunder unless such Person (i) agrees to sell the
Registrable Securities it desires to have covered by the Demand Registration on
the basis provided in any underwriting arrangements in customary form 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 such Person shall not be required to make any
representations or warranties other than those related to title and ownership
of such Person’s shares and as to the accuracy and completeness of statements
made in a Registration Statement, Prospectus, offering circular, or other
document in reliance upon and in conformity with written information furnished
to the Corporation or the managing underwriter by such Person for use therein.


 


Section 11.             Miscellaneous.


 


(a)           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given without the written consent of the Requisite Investor Shareholders; provided,
however, that (x) any amendment, modification, supplement, waiver
or consent to departures from the provisions of this Agreement that would
subject a Shareholder to adverse differential treatment relative to the other
Shareholders shall require the agreement of the differentially treated
Shareholder and (y) any amendment, modification, supplement, waiver or
consent to departures from the provisions of this Agreement that would be
adverse to a right specifically granted to a specific Shareholder herein (but
not to other Shareholders) shall require the agreement of that Shareholder; and
provided, further, that any adverse amendment, modification,
supplement or waiver or consent to departures from (i) the piggyback or
similar registration rights provisions or related cutback provisions contained
in Sections 3(a), Section 3(b), Section 4(a) and Section 4(b),
respectively, 


 


 


19

















 


(ii)  Section 9, (iii) this Section 11(a),
(iv) Section 11(c) and (v) Section 11(l), including,
in each such case, to any definitions used in such sections, shall require the
consent of holders holding two-thirds of the Registrable Securities covered hereby
(excluding for such calculation, any Registrable Securities held by the
Requisite Investor Shareholders). 
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other holders of Registrable Securities may be given by
holders of at least a majority of the Registrable Securities being sold by such
holders pursuant to such Registration Statement.


 


(b)           Notices.  All
notices required to be given hereunder shall be in writing and shall be deemed
to be duly given if personally delivered, telecopied and confirmed, or mailed
by certified mail, return receipt requested, or overnight delivery service with
proof of receipt maintained, at the following address (or any other address
that any such party may designate by written notice to the other parties):


 


If to the Corporation, to the address of its
principal executive offices.  If to any
Shareholder, at such Shareholder’s address as set forth on the records of the
Corporation.  Any such notice shall, if
delivered personally, be deemed received upon delivery; shall, if delivered by
telecopy, be deemed received on the first business day following confirmation;
shall, if delivered by overnight delivery service, be deemed received the first
business day after being sent; and shall, if delivered by mail, be deemed
received upon the earlier of actual receipt thereof or five business days after
the date of deposit in the United States mail.


 


(c)           Successors and Assigns; Management Shareholders;
Shareholder Status.  This Agreement
shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties, including the Corporation and subsequent
holders of Registrable Securities acquired, directly or indirectly, from the
Shareholders; provided, however, that such successor or assign
shall not be entitled to such rights unless the successor or assign shall have
executed and delivered to the Corporation an Addendum Agreement substantially
in the form of Exhibit A hereto (which shall also be executed by the
Corporation (which the Partnership shall cause the Corporation to execute) and
if the Corporation is not the Partnership, the Partnership)) promptly following
the acquisition of such Registrable Securities, in which event such successor
or assign shall be deemed a Shareholder for purposes of this Agreement.  Except as provided in Section 8 with
respect to an Indemnified Party, nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any Person other than the
parties hereto and their respective successors and permitted assigns any legal
or equitable right, remedy or claim under, in or in respect of this Agreement
or any provision herein contained.


 


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


 


(e)           Headings. 
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


20

















 


(f)            Governing Law. 
The provisions of this Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.


 


(g)           Severability. 
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(h)           Entire Agreement. 
This Agreement and the Partnership Agreement are intended by the parties
as a final expression of their agreement, and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein, with respect to the
registration rights granted by the Corporation with respect to Registrable
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


(i)            Securities Held by the Corporation or its subsidiaries.
 Whenever the consent or approval of
holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Corporation or its subsidiaries
shall not be counted in determining whether such consent or approval was given
by the holders of such required percentage.


 


(j)            Specific Performance.  The parties hereto recognize and agree that
money damages may be insufficient to compensate the holders of any Registrable
Securities for breaches by the Corporation of the terms hereof and,
consequently, that the equitable remedy of specific performance of the terms
hereof will be available in the event of any such breach.


 


(k)           Actions by Holdings; Actions by the Partnership.  Holdings agrees to take, or cause to be
taken, such actions as are necessary to effectuate the rights of Shareholders
hereunder, including making requests and elections at the requests of members
of Holdings in respect of Registrable Securities held directly by
Holdings.  Similarly, if the Partnership
shall be the holder of Registrable Securities, the Partnership agrees to take,
or cause to be taken, such actions as are necessary to effectuate the rights of
the Shareholders with respect to such Registrable Securities hereunder,
including (i) making requests and elections at the requests of the limited
partners of the Partnership in respect of the Registrable Securities held
directly or indirectly by the Partnership, (ii) providing all notices to
the limited partners of the Partnership in respect of the Registrable
Securities held directly or indirectly by the Partnership that are provided to
the Partnership in respect of such Registrable Securities in order to enable
such limited partners to effectuate the rights provided for herein to holders
of Registrable Securities if such limited partners were the direct holders of
the Registrable Securities and (iii) passing on all rights provided for
herein with respect to Registrable Securities to its limited 


 


 


21

















 


partners, in each case, solely to the extent such
limited partners of the Partnership would have such rights if they were the
holders of such Registrable Securities. 
In the event the Partnership is causing such Registrable Securities to
be sold on behalf of one or more than one limited partner and the amount of
such Registrable Securities to be sold is the subject of any required cutback
as provided herein, the cutback shall be calculated based on the amount of the
Registrable Securities allocable to each such limited partner of the
Partnership so selling or causing to be sold Registrable Securities (as if such
limited partner was selling such securities directly as provided hereunder).


 


(l)            Term.  This
Agreement shall terminate with respect to a Shareholder at the earlier of (i) the
date on which such Shareholder withdraws from the Partnership Agreement (or as
a member of any limited partner a party thereto) in accordance with the terms
of such agreement and (ii) the date on which such Shareholder ceases to own
Registrable Securities; provided, that, such Shareholder’s rights and
obligations pursuant to Section 8, as well as the Corporation’s
obligations to pay expenses pursuant to Section 7, shall survive with
respect to any registration statement in which any Registrable Securities of
such Shareholders were included and, for the avoidance of doubt, any
underwriter lock-up that a Shareholder has executed prior to a Shareholder’s
termination in accordance with this clause shall remain in effect in accordance
with its terms.


 


(m)          Consent to Jurisdiction.  The parties hereto hereby irrevocably submit
to the non-exclusive jurisdiction of the courts of the State of New York and
the federal courts of the United States of America located in New York, and
appropriate appellate courts therefrom, over any dispute arising out of or
relating to this Agreement or any of the transactions contemplated hereby, and
each party hereby irrevocably agrees that all claims in respect of such dispute
or proceeding may be heard and determined in such courts.  The parties hereby irrevocably waive, to the
fullest extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of venue of any dispute arising out of or relating
to this Agreement or any of the transactions contemplated hereby brought in
such court or any defense of inconvenient forum for the maintenance of such
dispute.  Each of the parties hereto
agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  This consent to jurisdiction is
being given solely for purposes of this Agreement and is not intended to, and
shall not, confer consent to jurisdiction with respect to any other dispute in
which a party to this Agreement may become involved.


 


Each of the parties hereto hereby consents to
process being served by any party to this Agreement in any suit, action, or
proceeding of the nature specified in the paragraph above by the mailing of a
copy thereof in the manner specified by the provisions of subsection (b) of
this Section 11.


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


 


22






 










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


 


	
   

  	
  BUCK HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Buck Holdings, LLC, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raj Agrawal

  
	
   

  	
   

  	
  Name: Raj Agrawal

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raj Agrawal

  
	
   

  	
   

  	
  Name: Raj
  Agrawal

  
	
   

  	
   

  	
  Title:   Vice President

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  KKR 2006 FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates 2006
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 2006 GP LLC, the
  general partner of

  
	
   

  	
   

  	
  KKR Associates 2006
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William Janetschek

  
	
   

  	
   

  	
  Name: William
  Janetschek

  
	
   

  	
   

  	
  Title:   Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KKR PEI
  INVESTMENTS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR PEI
  Associates, L.P.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR PEI GP
  Limited, the general partner of

  
	
   

  	
   

  	
  KKR PEI
  Associates, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William Janetschek

  
	
   

  	
   

  	
  Name: William
  Janetschek

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  



 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  KKR
  PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR III GP LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William J. Janetschek

  
	
   

  	
   

  	
  Name: William J.
  Janetschek

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Buck
  Holdings Co-Invest, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Buck Holdings
  Co-Invest GP, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates
  2006 L.P., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 2006 GP LLC,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William Janetschek

  
	
   

  	
   

  	
  Name: William
  Janetschek

  
	
   

  	
   

  	
  Title:   Member

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  GS CAPITAL PARTNERS VI
  PARALLEL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS ADVISORS VI, L.L.C.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John E. Bowman

  
	
   

  	
   

  	
  Name: John E. Bowman

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GS
  CAPITAL PARTNERS VI GMBH & CO. KG

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS ADVISORS VI,
  L.L.C.

  
	
   

  	
   

  	
  its Managing
  Limited Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John E. Bowman

  
	
   

  	
   

  	
  Name: John E.
  Bowman

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GS
  CAPITAL PARTNERS VI FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI
  ADVISORS, L.L.C.

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John E. Bowman

  
	
   

  	
   

  	
  Name: John E.
  Bowman

  
	
   

  	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GS
  CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI OFFSHORE
  ADVISORS, L.L.C.

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John E. Bowman

  
	
   

  	
   

  	
  Name: John E.
  Bowman

  
	
   

  	
   

  	
  Title:   Managing Director

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  GOLDMAN
  SACHS DGC INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS DGC Advisors, L.L.C.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Katherine B. Enquist

  
	
   

  	
   

  	
  Name: Katherine B.
  Enquist

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDMAN
  SACHS DGC INVESTORS OFFSHORE

  HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS DGC OFFSHORE ADVISORS, INC.

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Katherine B. Enquist

  
	
   

  	
   

  	
  Name: Katherine
  B. Enquist

  
	
   

  	
   

  	
  Title:   Vice President

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  GSUIG, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin Jordan

  
	
   

  	
   

  	
  Name: Kevin Jordan

  
	
   

  	
   

  	
  Title:   Attorney in Fact

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  CITIGROUP CAPITAL PARTNERS II

  EMPLOYEE MASTER FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Private
  Equity LP,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Ranesh Ramanathan

  
	
   

  	
   

  	
  Name: Ranesh Ramanathan

  
	
   

  	
   

  	
  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIGROUP
  CAPITAL PARTNERS II 2007

  CITIGROUP INVESTMENT, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup
  Private Equity LP,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Ranesh Ramanathan

  
	
   

  	
   

  	
  Name: Ranesh
  Ramanathan

  
	
   

  	
   

  	
  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIGROUP
  CAPITAL PARTNERS II

  ONSHORE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup
  Private Equity LP,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Ranesh Ramanathan

  
	
   

  	
   

  	
  Name: Ranesh
  Ramanathan

  
	
   

  	
   

  	
  Title:   Secretary

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  CITIGROUP CAPITAL PARTNERS II

  CAYMAN HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Private
  Equity LP,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Ranesh Ramanathan

  
	
   

  	
   

  	
  Name: Ranesh Ramanathan

  
	
   

  	
   

  	
  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CPE
  CO-INVESTMENT (DOLLAR

  GENERAL) LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup
  Private Equity LP,

  
	
   

  	
   

  	
  its managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Ranesh Ramanathan

  
	
   

  	
   

  	
  Name: Ranesh
  Ramanathan

  
	
   

  	
   

  	
  Title:   Secretary

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  CPP INVESTMENT BOARD (USRE II)
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Andre Bourbonnais

  
	
   

  	
   

  	
  Name: Andre Bourbonnais

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark Wiseman

  
	
   

  	
   

  	
  Name: Mark
  Wiseman

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  CXBUCK HOLDINGS LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Caxton GP Holdings LLC,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John G. Forbes, Jr.

  
	
   

  	
   

  	
  Name: John G. Forbes,
  Jr.

  
	
   

  	
   

  	
  Title:   CFO, Caxton Associates, L.L.C., Managing
  Member

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  MAVERICK
  DG USA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Maverick DG GP, LLC,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John T. McCafferty

  
	
   

  	
   

  	
  Name: John T.
  McCafferty

  
	
   

  	
   

  	
  Title:   Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAVERICK DG LDC, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Maverick DG-GP,
  Ltd., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John T. McCafferty

  
	
   

  	
   

  	
  Name: John T.
  McCafferty

  
	
   

  	
   

  	
  Title:   Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAVERICK DG II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Maverick DG-GP
  II, Ltd., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John T. McCafferty

  
	
   

  	
   

  	
  Name: John T.
  McCafferty

  
	
   

  	
   

  	
  Title:   Authorized Representative

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  BUCK CO-INVESTOR I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Windsor Funds,
  as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Capital Value
  Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR III, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  The Hartford Capital
  Appreciation Fund, as

  manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  BUCK CO-INVESTOR IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Hartford Capital
  Appreciation HLS Fund, as

  manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Hartford Stock HLS
  Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR VI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  The Hartford Stock
  Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  BUCK CO-INVESTOR VII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Hartford Advisers HLS
  Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR VIII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  The Hartford Advisers
  Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR IX, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  The Hartford Capital
  Appreciation II Fund, as

  manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  BUCK CO-INVESTOR X, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Hartford Value
  Opportunities HLS Fund, as

  manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR XI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Hartford MidCap Value
  HLS Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCK CO-INVESTOR XII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  The Hartford MidCap
  Value Fund, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


	
   

  	
  BUCK CO-INVESTOR XIII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Wellington Trust
  Company, N.A. 

  
	
   

  	
  Multiple Collective
  Investment Funds 

  
	
   

  	
  Trust — Mid Cap Value
  Portfolio, as manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wellington Management
  Company, LLP,

  
	
   

  	
   

  	
  as investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven M. Hoffman

  
	
   

  	
   

  	
  Name: Steven M. Hoffman

  
	
   

  	
   

  	
  Title:   Vice President and Counsel

  



 


 


[Registration Rights Agreement Signature Page]


 

















 


EXHIBIT A


 


ADDENDUM AGREEMENT


 


This Addendum Agreement is made this       
day of     , 20      ,
by and between                                                                   
(the “New Shareholder”) and [the Corporation] (the “Corporation”), pursuant to
a Registration Rights Agreement dated as of [    ]
(the “Agreement”), between and among the Corporation and the Shareholders.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.


 


WITNESSETH:


 


WHEREAS, the Corporation has agreed to provide registration rights with
respect to the Registrable Securities as set forth in the Agreement; and


 


WHEREAS, the New Shareholder has acquired Registrable Securities
directly or indirectly from a Shareholder; and


 


WHEREAS, the Corporation and the Shareholders have required in the
Agreement that all persons desiring registration rights must enter into an
Addendum Agreement binding the New Shareholder to the Agreement to the same
extent as if it were an original party thereto;


 


NOW, THEREFORE, in consideration of the mutual promises of the parties,
the New Shareholder acknowledges that it has received and read the Agreement
and that the New Shareholder shall be bound by, and shall have the benefit of,
all of the terms and conditions set out in the Agreement to the same extent as
if it were an original party to the Agreement and shall be deemed to be a
Shareholder thereunder.


 


[Amend Annex A or B of Agreement if necessary to reflect appropriate
schedule for new Shareholder.]


 


	
   

  	
   

  
	
   

  	
  New Shareholder

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Exhibit A-1

















 


AGREED TO on behalf of [the Corporation] pursuant to Section 11(c) of
the Agreement.


 


	
   

  	
  [THE
  CORPORATION]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name and
  Title

  



 


 


 


Exhibit A-2