Unassociated Document


    EXHIBIT 4.2


     

    REGISTRATION
RIGHTS AGREEMENT

     

    By
And Among

     

    TA
Indigo Holding Corporation

     

    and

     

    The
Investors

     

    as
defined herein

     

    and

     

    The
Principal Shareholders

     

    as
defined herein

     

    Dated
as of June 15, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 15, 2007, by
and among TA Indigo Holding Corporation, a Delaware corporation (the “Company”),
the Persons identified on Schedule A hereto as
the “TA Investors” (each, a “TA Investor” and collectively, the “TA Investors”),
the Persons identified on Schedule A hereto as
the “Rho Investors” (each a “Rho Investor” and collectively the “Rho Investors”
and together with the TA Investors, the “Investors”), and the Persons identified
on Schedule A
hereto as the “Principal Shareholders” (each a “Principal Shareholder” and
collectively, the “Principal Shareholders”).

     

    WHEREAS,
the Company has entered into that certain Agreement and Plan of Merger (the
“Merger Agreement”) dated as of April 27, 2007 with IntraLinks, Inc., a Delaware
corporation (“IntraLinks”), the Stockholder Representative and the other parties
named therein, as subsequently amended, pursuant to which the Company will
become the sole shareholder of IntraLinks;

     

    WHEREAS,
the Principal Shareholders held Rollover Shares (as defined in the Merger
Agreement), pursuant to which the Principal Shareholders are acquiring shares of
the Company’s Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) and
the Investors are parties to certain subscription agreements or held Rollover
Shares pursuant to which they have acquired shares of the Company’s Series A-1
Preferred Stock or Series A-2 Preferred Stock (the “Series A-2 Preferred Stock,”
and together with the Series A-1 Preferred Stock, the “Series A Preferred
Stock”), as the case may be; and

     

    WHEREAS,
the execution and delivery of this Agreement by the Company is an inducement to
the purchase by Investors of the Series A Preferred Stock.

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, the Principal
Shareholders and the Investors hereby agree as follows:

     

    1.           
Certain
Definitions.  As
used in this Agreement, the following terms shall have the following respective
meanings:

     

    “Affiliate” of a
Person shall mean any Person which directly or indirectly controls, is
controlled by, or is under common control with such person or
entity.

     

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

     

    “Common Stock” shall
mean the common stock and any other common equity securities issued by the
Company, and any other shares of stock issued or issuable with respect thereto
(whether by way of a stock dividend or stock split or in exchange for or upon
conversion of such shares or otherwise in connection with a combination of
shares, recapitalization, merger, consolidation or other corporate
reorganization).

     

    “Company” shall have
the meaning set forth in the preamble and shall include the Company’s successors
by merger, acquisition, reorganization or otherwise.

     

    “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to time, or any
similar successor federal statute, and the rules and regulations of the
Commission thereunder.

     

    
      
        
        

      

      
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    “Majority Interest”
means the TA Investors and the Rho Investors; provided, however, that at any
time that the TA Investors or the Rho Investors own less than 20% of the
outstanding Shares (calculated in accordance with Section 1.2), they shall no
longer be part of the “Majority Interest”.

     

    “Person” shall mean an
individual, a corporation, a partnership, a joint venture, a trust, an
unincorporated organization, a limited liability company or partnership, a
government and any agency or political subdivision thereof.

     

    “Registrable
Securities” shall mean (i) any shares of Common Stock held by the
Investors or the Principal Shareholders or issuable upon conversion of any
securities owned by the Investors or the Principal Shareholders at any time, and
(ii) any other securities issued or issuable with respect to any such shares
described in clause (i) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization (it being understood that for purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to then acquire or obtain from the Company
any Registrable Securities, whether or not such acquisition has actually been
effected); provided, however, that if an
Investor or Principal Shareholder owns securities that are convertible into
Common Stock, the Investor or Principal Shareholder, as applicable, may exercise
its registration rights hereunder by converting into the shares to be sold under
the relevant registration statement into Common Stock as of the closing of the
relevant offering and shall not be required to cause such convertible securities
to be converted to Common Stock until and unless such closing occurs, it being
understood that the Company shall at the request of the relevant Investor or
Principal Shareholder effect the reconversion of Common Stock into such
convertible security notwithstanding the foregoing, if such a conversion occurs
and the relevant offering does not close; and provided, further, that any
Common Stock that is sold in a registered sale pursuant to an effective
registration statement under the Securities Act or pursuant to Rule 144
thereunder shall not be deemed Registrable
Securities.  Notwithstanding the foregoing, “Registrable Securities”
shall not include any stock options or shares of restricted stock that are held
by the Principal Shareholders or any shares of Common Stock and/or Series A
Preferred Stock that are issued or issuable upon exercise of a stock option or
granted pursuant to an employee benefit or incentive plan of the
Company.

     

    “Registration
Expenses” shall mean the expenses so described in Section 6
hereof.

     

    “Securities Act” shall
mean the Securities Act of 1933, as amended from time to time, or any similar
successor federal statute, and the rules and regulations of the Commission
thereunder.

     

    2.            
Demand
Registration.

     

    (a) At any
time (x) prior to the initial public offering of the Company’s Common Stock
pursuant to an effective registration statement under the Securities Act, the
Majority Interest may notify the Company that they intend to offer or cause to
be offered for public sale all or any portion of their Registrable Securities in
the manner(s) specified in such request and (y) after the earlier of (i) 180
days after the initial public offering of the Company’s Common Stock pursuant to
an effective registration statement under the Securities Act, and (ii) June 15,
2012, each of the TA Investors and the Rho Investors may notify the Company that
they intend to offer or cause to be offered for public sale all or any portion
of their Registrable Securities in the manner(s) specified in such
request.  Upon receipt of any such request, the Company shall promptly
deliver notice of such request to all holders of Registrable Securities who
shall then have twenty (20) days to notify the Company in writing of their
desire to be included in such registration.  If the request for
registration contemplates an underwritten public 

     

    
      
        
        

      

      
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    offering,
the Company shall state such in the written notice and in such event the right
of any Person to participate in such registration shall be conditioned upon such
Person’s participation in such underwritten public offering and the inclusion of
such Person’s Registrable Securities in the underwritten public offering to the
extent provided herein.  The Company shall cause such registration
statement to be filed within thirty (30) days after the initial request and will
use its best efforts to effect the registration of all Registrable Securities
whose holders request participation in such registration under the Securities
Act within forty-five (45) days after the required filing date; provided, however, that the
Company shall not be required to effect a registration pursuant to a request
under Section 2(a)(x) more than three (3) times for the holders of the
Registrable Securities as a group and under this Section 2(a)(y) more than one
(1) time for each of the TA Investors, as a single group, and the Rho Investors,
as a single group.  Notwithstanding anything to the contrary contained
herein, no request may be made under this Section 2 within ninety (90) days
after the effective date of a registration statement filed by the Company
covering a firm commitment underwritten public offering in which the holders of
Registrable Securities shall have been entitled to join pursuant to
Section 4 and in which there has been effectively registered all
Registrable Securities as to which registration was requested.  A
registration will not count as a requested registration under this Section 2(a)
unless the registration statement relating to such registration has been
declared effective by the Commission at the request of the initiating holders of
Registrable Securities; provided, however, that the
holders of a majority of the participating Registrable Securities may request,
in writing, that the Company withdraw a registration statement that has been
filed under this Section 2(a) but has not yet been declared effective, and
the holders of a majority of the participating Registrable Securities may
thereafter request the Company to reinstate such registration statement, if
permitted under the Securities Act, or to file another registration statement,
in accordance with the procedures set forth herein and without reduction in the
number of demand registrations permitted under this
Section 2(a).

     

    (b) If a
requested registration involves an underwritten public offering and the managing
underwriter of such offering determines in good faith that the registration of
all or part of the securities requested to be included in such offering would
have a material adverse effect on the success of such offering, then the number
of securities to be included in such underwritten public offering shall be
reduced to a number deemed necessary by such managing underwriter; provided, however, that the
shares to be excluded shall be determined in the following order of
priority:  (i) persons not having any contractual or other right to
include such securities in the registration statement, (ii) securities held by
any other Persons (other than the holders of Registrable Securities) having a
contractual, incidental “piggy back” right to include such securities in the
registration statement, (iii) securities to be registered by the Company for its
own account pursuant to such registration statement, (iv) Registrable Securities
held by Principal Shareholders and, if necessary, (v) Registrable Securities
held by Investors.  If there is a reduction of the number of
Registrable Securities pursuant to clause (iv) or (v), such reduction shall be
made pro rata among the Investors (in the case of a reduction under clause (v))
and the Principal Shareholders (in the case of a reduction under clause (iv))
based upon the aggregate number of Registrable Securities held by the Investors
and the Principal Shareholders, as applicable.

     

    (c) With
respect to a request for registration pursuant to Section 2(a) that is for
an underwritten public offering, the managing underwriter shall be chosen by the
Majority Interest (if the Investors are participating in such offering), or if
no Investors are participating in such offering, the holders of a majority in
interest of the Registrable Securities who initiate the registration under
Section 2(a), subject in each case to the approval of the Company (which
approval shall not be unreasonably withheld or delayed).  The Company
may not cause any other registration of securities for sale for its own account
(other than a registration effected solely to implement an employee benefit plan
or a transaction to which Rule 145 of the Securities Act is applicable, or a
registration statement on Form S-4, S-8 or another form not available for
registering the Registrable Securities for sale to the public) to become
effective within one hundred eighty (180) days following the effective date of
any registration required pursuant to this Section 2.

     

    
      
        
        

      

      
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    3.            
Form S-3 .  After
the first public offering of its securities registered under the Securities Act,
the Company shall use its best efforts to qualify and remain qualified to
register securities pursuant to a registration statement on Form S-3 (or any
successor form) under the Securities Act.  A holder or holders of
Registrable Securities anticipated to have an aggregate sale price (net of
underwriting discounts and commissions, if any) in excess of $5,000,000 shall
have the right to request any number of registrations on Form S-3 (or any
successor form) for the Registrable Securities held by such requesting holder or
holders, provided however, that there
shall be no more than two (2) such registrations under this Section 3 in any
twelve (12) month period.  Such requests shall be in writing and shall
state the number of shares of Registrable Securities to be disposed of and the
intended method of disposition of such shares by such holder or
holders.  The Company shall give notice to all other holders of the
Registrable Securities of the receipt of a request for registration pursuant to
this Section 3 and such holders of Registrable Securities shall then have
twenty (20) days to notify the Company in writing of their desire to participate
in the registration.  The Company shall use its best efforts to (a)
promptly cause the effectiveness of the registration statement (but in no event
later than sixty (60) days from the date of the request) of all shares on Form
S-3 (or a comparable successor form) to the extent requested by such holders and
(b) keep such registration statement effective until the earlier of one-hundred
eighty (180) days or until such holders have completed the sales described in
such registration statement, provided, however, that the
Company may postpone the filing or the effectiveness of any registration
statement pursuant to this Section 3 for a reasonable period of time,
provided that such postponements shall not exceed ninety (90) days in the
aggregate during any twelve (12) month period, if (i) the Company has been
advised by legal counsel that such filing or effectiveness would require
disclosure of a material financing, acquisition or other corporate transaction,
and the Board of Directors of the Company determines in good faith that such
disclosure would be detrimental to the Company and its stockholders or (ii) the
Board of Directors determines in good faith that there is a valid business
purpose or reason for delaying filing or effectiveness.

     

    4.            
Piggyback
Registration.  If
the Company at any time proposes to register any of its securities under the
Securities Act for sale to the public (other than a registration effected solely
to implement an employee benefit plan or a transaction to which Rule 145 of the
Securities Act is applicable, or a registration statement on Form S-4, S-8 or
another form not available for registering the Registrable Securities for sale
to the public), each such time it will give written notice at the applicable
address of record to each holder of Registrable Securities of its intention to
do so.  Upon the written request of any of such holders of the
Registrable Securities, given within twenty (20) days after receipt by such
Person of such notice, the Company shall, subject to the limits contained in
this Section 4, use its best efforts to cause all such Registrable
Securities of the requesting holders to be registered under the Securities Act
and qualified for sale under any state securities or “blue sky” law, all to the
extent required to permit such sale or other disposition of their Registrable
Securities; provided, however, that if the
Company is advised in writing in good faith by any managing underwriter of the
Company’s securities being offered in a public offering pursuant to such
registration statement that the amount to be sold by Persons other than the
Company (collectively, “Selling Shareholders”) is greater than the amount that
can be offered without materially and adversely affecting the offering, the
Company may, subject to the next following sentence, reduce the amount offered
for the accounts of Selling Shareholders (including such holders of shares of
Registrable Securities) to a number deemed necessary by such managing
underwriter.  The amount of Registrable Securities of Selling
Shareholders shall not be reduced below twenty-five percent (25%) of the total
amount of securities included in such offering, and any shares to be excluded
shall be determined in the following order of priority:  (i)
securities held by any Persons not having any such contractual, incidental
“piggyback” registration rights, (ii) securities held by any Persons having
contractual, incidental “piggyback” registration rights pursuant to an agreement
other than this Agreement, (iii) Registrable Securities held by Principal
Shareholders, and, if necessary, (iv) Registrable Securities held by
Investors.  If there is a reduction of the number of Registrable
Securities pursuant to clause (iii) or (iv) a portion of the Registrable
Securities sought to be included by the holders thereof as 

     

    
      
        
        

      

      
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    determined
pro rata based upon the aggregate number of Registrable Securities held by the
Investors (in the case of a reduction under clause (iv)) and the Principal
Shareholders (in the case of a reduction under clause (iii)), as
applicable.

     

    5.            
Registration
Procedures.  When
the Company is required pursuant to the provisions of this Agreement to effect
the registration of any of its securities under the Securities Act, the Company
will:

     

    (a) prepare
and file with the Commission a registration statement on the appropriate form
under the Securities Act with respect to such securities, which form shall
comply with the requirements of the applicable form and include all financial
statements required by the Commission to be filed therewith, and use its best
efforts to cause such registration statement to become and remain effective
until completion of the proposed offering;

     

    (b) prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective until the holder or
holders have completed the sales described in such registration statement and to
comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the seller or sellers of such securities shall desire to sell or
otherwise dispose of the same, but only to the extent provided in this
Agreement;

     

    (c) furnish
to each selling holder and the underwriters, if any, such number of copies of
such registration statement, any amendments thereto, any documents incorporated
by reference therein, the prospectus, including a preliminary prospectus in
conformity with the requirements of the Securities Act, and such other documents
as such selling holder or underwriters may reasonably request in order to
facilitate the public sale or other disposition of the securities owned by such
selling holder;

     

    (d) file and
use its best efforts to register or qualify the securities covered by such
registration statement under such other securities or state securities or “blue
sky” laws of such jurisdictions as each selling holder shall request, and do any
and all other acts and things that may be necessary under such state securities
or “blue sky” laws to enable such selling holder to consummate the public sale
or other disposition in such jurisdictions of the securities owned by such
selling holder, except that the Company shall not for any such purpose be
required to qualify to do business as a foreign corporation in any jurisdiction
wherein it is not so qualified;

     

    (e) within a
reasonable time before each filing of the registration statement or prospectus
or amendments or supplements thereto with the Commission, furnish to counsel
selected by a Majority Interest (if the Investors are participating in such
registration), or if no Investors are participating in such registration,
counsel selected by holders of a majority in interest of the Registrable
Securities participating in such registration, copies of such documents proposed
to be filed, which documents shall be subject to the approval of such
counsel;

     

    (f) immediately
notify each selling holder of Registrable Securities, such selling holder’s
counsel and any underwriter and (if requested by any such Person) confirm such
notice in writing, of the happening of any event which makes any statement
made in the registration statement or related prospectus untrue or that requires
the making of any changes in such registration statement or prospectus so that
they will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading; and, as promptly as practicable thereafter, prepare and file
with the Commission and furnish a supplement or amendment to such registration


     

    
      
        
        

      

      
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    statement
or prospectus so that, as thereafter deliverable to the purchasers of such
Registrable Securities, such registration statement or prospectus will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

     

    (g) make
generally available to the holders of Registrable Securities an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act
no later than thirty (30) days after the end of the 12-month period beginning
with the first day of the Company’s first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall cover
said 12-month period, and which requirement will be deemed to be satisfied if
the Company satisfies the requirements of Rule 158 under the Securities Act and
otherwise complies with all applicable rules and regulations of the
Commission;

     

    (h) use its
best efforts to prevent the issuance of any order suspending the effectiveness
of a registration statement, and if one is issued promptly notify each selling
holder of Registrable Securities of the receipt of such notice, and use its best
efforts to obtain the withdrawal of any order suspending the effectiveness of a
registration statement at the earliest possible moment;

     

    (i) use its
best efforts to cause, to the extent applicable, the Registrable Securities
covered by a registration statement to be registered with or approved by such
other governmental agencies or authorities and to obtain such approvals,
consents and make such filings as may be necessary by virtue of the business and
operations of the Company to enable the holders to consummate the disposition of
such Registrable Securities in accordance with their intended method of
distribution thereof;

     

    (j) if
requested by the managing underwriter or underwriters (if any), any selling
holder, or such selling holder’s counsel, promptly incorporate into a prospectus
supplement or post-effective amendment such information as such Person requests
to be included therein, including, without limitation, with respect to the
securities being sold by such selling holder to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and any other terms of an underwritten offering of the securities
to be sold in such offering, and promptly make all required filings of such
prospectus supplement or post-effective amendment;

     

    (k) make
available to each selling holder, any underwriter participating in any
disposition pursuant to a registration statement, and any attorney, accountant
or other agent or representative retained by any such selling holder or
underwriter (collectively, the “Inspectors”), all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
“Records”) reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information requested by any such Inspector in connection with such
registration statement;

     

    (l) enter
into such customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as the selling holders
or the underwriters retained by the selling holders participating in an
underwritten public offering, if any, may reasonably request in order to
expedite or facilitate the disposition of Registrable Securities (and the
selling holders may, at their option, require that any or all of the
representations, warranties and covenants of the Company to or for the benefit
of any underwriters also be made to and for the benefit of the selling
holders);

     

    (m) furnish
to each prospective selling holder a signed counterpart, addressed to the
prospective selling holder, of (i) an opinion of counsel for the Company, dated
the effective date of the 

     

    
      
        
        

      

      
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    registration
statement and (ii) a “comfort” letter signed by the independent public
accountants who have certified the Company’s financial statements included in
the registration statement, covering substantially the same matters with respect
to the registration statement (and the prospectus included therein) and (in the
case of the accountants’ letter) with respect to events subsequent to the date
of the financial statements, as are customarily covered (at the time of such
registration) in opinions of the Company’s counsel and in accountants’ letters
delivered to the underwriters in underwritten public offerings of
securities;

     

    (n) cause the
securities covered by such registration statement to be listed on the national
securities exchange or quoted on the quotation system on which the Common Stock
of the Company is then listed or quoted (or, if the Common Stock is not yet
listed or quoted, then on such exchange or quotation system as the selling
holders holding a majority in interest of the Registrable Securities and the
Company determine);

     

    (o) in
connection with an underwritten offering, participate, to the extent reasonably
requested by the managing underwriter for the offering or the holders, in
customary efforts to sell the securities being offered, and cause such steps to
be taken as to ensure such good faith participation of senior management
officers of the Company in “road shows” as is customary;

     

    (p) if the
Registrable Securities are of a class of securities that is listed on a national
securities exchange, file copies of any prospectus with such exchange in
compliance with Rule 153 under the Securities Act so that the holders of
Registrable Securities benefit from the prospectus delivery procedures described
therein;

     

    (q) cooperate
with each holder and each underwriter participating in the disposition of
Registrable Securities and their respective counsel in connection with any
filings required to be made with the National Association of Securities Dealers,
Inc. (“NASD”), including, if appropriate, the pre-filing of a prospectus as part
of a shelf registration statement in advance of an underwritten
offering;

     

    (r) otherwise
cooperate with the underwriter(s), the Commission and other regulatory agencies
and take all actions and execute and deliver or cause to be executed and
delivered all documents necessary to effect the registration and sale of any
Registrable Securities under this Agreement;

     

    (s) correct
any deficiency (in the judgment of either the Company or the holders of
Registrable Securities) between the preliminary prospectus and the final
prospectus, and pay any expenses associated with the recirculation of the final
prospectus following the correction of such deficiency;

     

    (t) during
the period when the prospectus is required to be delivered under the Securities
Act, promptly file all documents required to be filed with the Commission,
including pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act;
and

     

    (u) provide a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case
no later than the effective date of such registration.

     

    6. Expenses. All
expenses incurred by the Company or the holders of Registrable Securities in
effecting the registrations provided for in Sections 2, 3 and 4, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company and counsel for the holders of
Registrable Securities participating in such registration as a group (selected
by, in the case of a registration under Section 2(a), the Majority Interest, or
in the event the Investors are not participating in such registration, the
holders of a majority in interest of the Registrable Securities who initiate the
registration under such Section 2(a), and, in the case of all other
registrations hereunder, the Majority Interest, or in the event the Investors
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    participating
in such registration, the holders of a majority in interest of the Registrable
Securities participating in the registration), underwriting expenses (other than
fees, commissions or discounts), expenses of any audits incident to or required
by any such registration and expenses of complying with the state securities or
“blue sky” laws of any jurisdictions (all of such expenses referred to as
“Registration Expenses”), shall be paid by the Company whether or not the
registration statement to which such Registration Expenses relate becomes
effective.

     

    7.            
Indemnification.

     

    (a) The
Company shall indemnify and hold harmless each selling holder of Registrable
Securities, each underwriter (as defined in the Securities Act), and directors,
officers, partners (including partners and shareholders of such partners),
shareholders, members, employees and agents of any of them, and each Person who
participates in the offering of such securities and each Affiliate of such
seller, underwriter or participating Person (individually and collectively, the
“Holder Indemnified Person”) against any losses, claims, damages or liabilities,
including reasonable legal fees, disbursements and expenses of counsel
(collectively, “Liability”), joint or several, to which such Indemnified Person
may become subject under the Securities Act or any other statute or at common
law, insofar as the Liability (or action in respect thereof) arises out of, is
based upon or relates to (i) any untrue statement or alleged untrue statement of
any material fact contained, on the effective date thereof, in any registration
statement under which such securities were registered under the Securities Act,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, (ii) 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 (iii) any violation or alleged violation
by the Company of the Securities Act, any state securities or “blue sky” laws or
any sale or regulation thereunder in connection with such
registration.  Except as otherwise provided in Section 7(d), the
Company shall reimburse each such Holder Indemnified Person for all reasonable
legal and other expenses incurred in connection with investigating or defending
any Liability; provided, however, that the
Company shall not be liable to any Holder Indemnified Person in any such case to
the extent that the Liability arises out of, is based upon or relates to any
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, preliminary or final prospectus, or
amendment or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by such Person specifically for
use therein; and provided further, that the
Company’s indemnification obligations shall survive transfer of such securities
by such seller and any investigation made by or on behalf of such Holder
Indemnified Person.

     

    (b) Each
holder of Registrable Securities holding any securities included in such
registration being effected shall indemnify and hold harmless each other Holder
Indemnified Person and the Company, each underwriter, and directors, officers,
partners (including partners and shareholders of such partners), shareholders,
members, employees and agents of each of them, and each Affiliate of such seller
or underwriter and directors, officers, employees and agents of any of them
(individually and collectively also the “Company Indemnified Person”, and
together with the Holder Indemnified Person, the “Indemnified Person”), against
any liability, joint or several, to which the Indemnified Person may become
subject under the Securities Act or any other statute or at common law, insofar
as such liability (or actions in respect thereof) arises out of or is based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement under
which securities were registered under the Securities Act at the request of such
selling holder, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any omission or alleged
omission by such selling holder to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
the case of (i) and (ii) to the

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    extent,
but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in such registration statement,
preliminary or final prospectus, amendment or supplement thereto in reliance
upon and in conformity with information furnished in writing to the Company by
such selling holder specifically for use therein.  The liability of
any Investor for indemnification under this Section 7 in its capacity as a
seller of Registrable Securities shall not exceed the lesser of (i) that
proportion of the total of such losses, claims, damages, expenses or liabilities
indemnified against equal to the proportion of the total securities sold under
such registration statement held by such holder of Registrable Securities, and
(ii) the amount equal to the net proceeds to such holder of Registrable
Securities of the securities sold in any such registration; provided that no
selling holder shall be required to indemnify any Person against any liability
arising from any untrue or misleading statement or omission contained in any
preliminary prospectus if such deficiency is corrected in the final prospectus
or for any liability which arises out of the failure of any Person to deliver a
prospectus as required by the Securities Act.

     

    (c) In the
event the Company, any selling holder or other Person receives a complaint,
claim or other notice of any liability or action, giving rise to a claim for
indemnification under Sections 7(a) or (b) above, the Person claiming
indemnification under such paragraphs shall promptly notify the Person against
whom indemnification is sought (the “Indemnifying Person”) of such complaint,
notice, claim or action, and the Indemnifying Person shall have the right to
investigate and defend any such loss, claim, damage, liability or action; provided, that the
failure to promptly give notice shall not relieve the Indemnifying Person from
any Liability except to the extent that it is materially prejudiced by the
failure or delay of the Indemnified Person in giving such notice.  If
any such complaint, claim or other notice of any Liability or action is brought
against any Indemnified Person and it notifies the Indemnifying Person of its
commencement, the Indemnifying Person will be entitled to participate in and, to
the extent that it elects by delivering written notice to the Indemnified Person
promptly after receiving notice of the commencement of the action from the
Indemnified Person, jointly with any other Indemnifying Person similarly
notified, to assume the defense of the action, with counsel reasonably
satisfactory to the Indemnified Person, and after notice from the Indemnifying
Person to the Indemnified Person of its election to assume the defense, the
Indemnifying Person shall not be liable to the Indemnified Person for any legal
or other expenses except as provided below and except for the reasonable costs
of investigation subsequently incurred by the Indemnified Person in connection
with the defense.  The Indemnified Person shall have the right to
employ its own counsel in any such action, but the fees, expenses and other
charges of such counsel shall be at the expense of the Indemnified Person unless
(i) the employment of counsel by the Indemnified Person has been authorized in
writing by the Indemnifying Person, (ii) the Indemnified Person has reasonably
concluded (based on advice of counsel) that there may be legal defenses
available to it or other Indemnified Persons different from or in addition to
those available to the Indemnifying Person or Persons, (iii) a conflict or
potential conflict exists (based on advice of counsel to the Indemnified Person)
between the Indemnified Person and the Indemnifying Person (in which case the
Indemnifying Person shall not have the right to direct the defense of such
action on behalf of the Indemnified Person) or (iv) the Indemnifying Person has
not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action or has
failed to employ counsel reasonably satisfactory to such Indemnified Person, in
each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the Indemnifying Person or
Persons.  The Indemnifying Person or Persons shall not, unless there
exists a conflict of interest among the Indemnified Persons, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction at any time for all such
Indemnified Persons.  All such fees, disbursements and other charges
shall be reimbursed by the Indemnifying Person promptly as they are
incurred.  An Indemnifying Person shall not be liable for any
settlement of any action or claim effected without its written consent (which
consent will not be unreasonably withheld).  No Indemnifying Person
shall, without the prior written consent of each Indemnified Person, settle or


     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    compromise
or consent to the entry of any judgment in any pending or threatened claim,
action or proceeding relating to the matters contemplated by this Section 7
(whether or not any Indemnified Person is a party thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
Indemnified Person from all liability arising or that may arise out of such
claim, action or proceeding, (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person and (iii) does not commit the Indemnified Person to take, or
to forbear to take, any action.  If a settlement is reached with such
consent or if a final judgment is entered for the plaintiff, the Indemnifying
Person agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment.

     

    (d) If the
indemnification provided for in this Section 7 for any reason is held by a
court of competent jurisdiction to be unavailable to an Indemnified Person in
respect of any losses, claims, damages expenses or liabilities referred to
therein, then each Indemnifying Person under this Section 7, in lieu of
indemnifying the Indemnified Person thereunder, shall contribute to the amount
paid or payable by the Indemnified Person as a result of such losses, claims,
damages, expenses or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, the holder of Registrable
Securities, or holders of Registrable Securities and the underwriters from the
offering of Registrable Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, the other holders of
Registrable Securities and the underwriters in connection with the statements or
omissions that resulted in such losses, claims, damages expenses or liabilities,
as well as any other relevant equitable considerations.  The relative
benefits received by the Company, the holders of Registrable Securities and the
underwriters shall be deemed to be in the same respective proportions that the
net proceeds from the offering (before deducting expenses) received by the
Company, the holders of Registrable Securities, and the underwriting discount
received by the underwriters, in each case as set forth in the table on the
cover page of the applicable prospectus, bear to the aggregate public offering
price of the Registrable Securities.  The relative fault of the
Company, the holders of Registrable Securities and the underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, the holders of
Registrable Securities, or the underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     

    The
Company and the holders of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were
determined by a method of allocation that does not take account the equitable
considerations referred to in the immediately preceding paragraph, provided that
a holder of Registrable Securities shall not be required to contribute under
this Section 7(d) in excess of the lesser of (i) that proportion of the
total Liability indemnified against equal to the proportion of the total
Registrable Securities sold under such registration statement by such holder and
(ii) the net proceeds received by such holder from its sale of Registrable
Securities under such registration statement.  No Person found guilty
of fraudulent representation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person not found
guilty of such fraudulent misrepresentation.

     

    (e) The
amount paid by an Indemnifying Person or payable to an Indemnified Person as a
result of the losses, claims, damages, expenses and liabilities referred to in
this Section 7 shall be deemed to include, subject to limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified
Person in connection with investigating or defending any such action or claim,
payable as the same are incurred.  The indemnification and
contribution provided for in this Section 7 shall remain in full force and
effect regardless of any investigation made by or on behalf of the 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    indemnified
parties or any other officer, director, employee, agent or controlling person of
the indemnified parties.

     

    8.            
Compliance with Rule
144.  If
the Company (i) registers a class of securities under Section 12 of the
Exchange Act or (ii) shall commence to file reports under Section 13 or
15(d) of the Exchange Act, the Company shall use its best efforts thereafter to
timely file with the Commission such information as is required under the
Exchange Act for so long as there are holders of Registrable Securities; and in
such event, the Company shall use its best efforts to take all action as may be
required as a condition to the availability of Rule 144 under the
Securities Act (or any comparable successor rules).  The Company shall
furnish to any holder of Registrable Securities upon request a written statement
executed by the Company as to the steps it has taken to comply with the current
public information requirement of Rule 144 (or such comparable successor
rules).  After the occurrence of the first underwritten public
offering of Common Stock of the Company pursuant to an offering registered under
the Securities Act on Form S-1 or Form SB-1 (or any comparable successor forms),
subject to the limitations on transfers imposed by this Agreement, the Company
shall use its best efforts to facilitate and expedite transfers of Registrable
Securities pursuant to Rule 144 under the Securities Act, which efforts shall
include timely notice to its transfer agent to expedite such transfers of
Registrable Securities.

     

    9.            
Rule 144A
Information.  The
Company shall, upon the written request of any holder of Registrable Securities,
provide to such holder of Registrable Securities and to any prospective
institutional transferee of the Common Stock designated by such holder of
Registrable Securities, such financial and other information as is available to
the Company or can be obtained by the Company without material expense and as
such holder of Registrable Securities may reasonably determine is required to
permit such transfer to comply with the requirements of Rule 144A promulgated
under the Securities Act.

     

    10.           Amendments.  This
Agreement may be amended, and the Company may take any action herein prohibited
or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Majority
Interest.  For the purposes of this Agreement and all agreements
executed pursuant hereto, no course of dealing between or among any of the
parties hereto and no delay on the part of any party hereto in exercising any
rights hereunder or thereunder shall operate as a waiver of the rights hereof
and thereof.

     

    11.           Market
Stand-Off.  Each
holder of Registrable Securities hereby agrees that, if required by the managing
underwriter, it will not, during the period commencing on the date of the final
prospectus relating to the initial public offering by the Company for its own
behalf of shares of its Common Stock or any other equity securities under the
Securities Act on a registration statement on Form S-1, and ending on the date
specified by the Company and the managing underwriter (such period not to exceed
one hundred eighty (180) days in the case of the initial public offering, which
period may be extended upon the request of the managing underwriter for an
additional period of up to fifteen (15) days if the Company issues or proposes
to issue an earnings or other public release within fifteen (15) days of the
expiration of the 180-day lockup period), (i) lend; offer; pledge; sell;
contract to sell; sell any option or contract to purchase; purchase any option
or contract to sell; grant any option, right, or warrant to purchase; or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable
(directly or indirectly) for Common Stock held immediately before the effective
date of the registration statement for such offering or (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of such securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or other securities, in cash, or otherwise.  The
foregoing provisions of this Section 11 shall not apply to the sale of any
shares to an underwriter pursuant to an underwriting agreement.  The
underwriters in connection with such registration are intended 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    third-party
beneficiaries of this Section 11 and shall have the right, power, and authority
to enforce the provisions hereof as though they were a party
hereto.  Each holder of Registrable Securities further agrees to
execute such agreements as may be reasonably requested by the underwriters in
connection with such registration that are consistent with this Section 11 or
that are necessary to give further effect thereto.  Any discretionary
waiver or termination of the restrictions of any or all of such agreements by
the Company or the underwriters shall apply pro rata to all holders or
Registrable Securities subject to such agreements, based on the number of shares
subject to such agreements.

     

    The
Company shall not effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the seven days prior to and during the one-hundred
eighty (180)-day period beginning on the effective date of any registration
(except as part of such underwritten registration or pursuant to registrations
on Form S-4 or S-8 or any successor form) and shall cause each holder of its
Common Stock, or any securities convertible into or exchangeable or exercisable
for Common Stock, purchased from the Company at any time after the date of this
Agreement (other than in a registered public offering) to agree not to effect
any public sale or distribution (including sales pursuant to Rule 144) of any
such securities during such period (except as part of such underwritten
registration, if otherwise permitted)

     

    12.           Transferability of
Registration Rights.  The
registration rights set forth in this Agreement are transferable to each
transferee of Registrable Securities.  Each subsequent holder of
Registrable Securities must consent in writing to be bound by the terms and
conditions of this Agreement in order to acquire the rights granted pursuant to
this Agreement.  This Agreement shall inure to the benefit of and be
binding on the successors and assigns of each of the parties
hereto.  If any transferee of any holder of Registrable Securities
shall acquire Registrable Securities in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof.

     

    13.           Rights Which May Be Granted
to Subsequent Investors.  Other
than transferees of Registrable Securities under Section 12, the Company shall
not, without the prior written consent of holders of a Majority Interest, (a)
allow purchasers of the Company’s securities to become a party to this Agreement
or (b) grant any other registration rights other than subordinate incidental
“piggyback” registration rights.

     

    14.           Damages.  The
Company stipulates that each holder of Registrable Securities shall not have an
adequate remedy if the Company fails to comply with this Agreement and that
damages shall not be readily ascertainable, and accordingly, the Company shall
not oppose an application by any holder of Registrable Securities or any other
Person entitled to the benefits of this Agreement to require specific
performance of any and all provisions hereof or enjoining the Company from
continuing to commit any such breach of this Agreement.

     

    15.           Miscellaneous.

     

    (a) Notices.  Any
notice or demand which is required or provided to be given under this Agreement
shall be deemed to have been sufficiently given and received for all purposes
when delivered in writing by hand, telecopy, telex or other method of facsimile,
or four (4) days after being sent by certified or registered mail, postage and
charges prepaid, return receipt requested, or one (1) day after being sent by
overnight delivery providing receipt of delivery, to the following
addresses:

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    if to the
Company:

     

    TA Indigo
Holding Corporation

    c/o TA
Associates, Inc.

    John
Hancock Tower, 56th
Fl.

    200
Clarendon Street

    Boston,
MA  02116

    Facsimile:
(617) 574-6728

    Attention:  Brian
J. Conway

     

    if to the
Investors:

     

    TA
Associates, Inc.

    John
Hancock Tower, 56th
Fl.

    200
Clarendon Street

    Boston,
MA  02116

    Facsimile:
(617) 574-6728

    Attention:  Brian
J. Conway

    


    and

    


    Rho
Capital Partners

    Carnegie Hall Tower

    152 West 57th Street

    23rd Floor

    New York, New York
10019

    Facsimile: (212) 751-3613

    Attention:  Habib
Kairouz

    


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

    


    Goodwin
Procter LLP

    Exchange
Place

    53 State
Street

    Boston,
MA  02109

    Attention:  Jeffrey
C. Hadden, Esq.

    Kenneth
J. Gordon, Esq.

    Fax
No.:  (617) 523-1231

    


    and

    


    Proskauer
Rose

    1585 Broadway

    New York, NY
10036-8299

    Attention:  James D. Meade,
Esq.

    Fax No.: (212)
969-2900

    


    If to the Principal
Shareholders:

    


    At such
Principal Shareholder’s address for notice appearing on Schedule A
hereto

    


    or at any
other address designated by a party to the other parties hereto in
writing.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (b) Governing Law. This
Agreement shall be deemed to be a contract made under and shall be construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws principles thereof.

     

    (c) Dispute
Resolution.  All disputes, claims, or controversies arising out
of or relating to this Agreement, or the negotiation, validity or performance
hereof or the transactions contemplated hereby, that are not resolved by mutual
agreement shall be resolved solely and exclusively by binding arbitration to be
conducted before J.A.M.S./Endispute, Inc. or its successor.  The
parties understand and agree that this arbitration provision shall apply equally
to claims of fraud or fraud in the inducement.  The arbitration shall
be held in New York City, New York before a single arbitrator and shall be
conducted in accordance with the rules and regulations promulgated by
J.A.M.S./Endispute, Inc. unless specifically modified herein.

     

    The
parties covenant and agree that the arbitration shall commence within one
hundred twenty (120) days of the date on which a written demand for arbitration
is filed by any party hereto.  In connection with the arbitration
proceeding, the arbitrator shall have the power to order the production of
documents by each party and any third-party witnesses.  In addition,
each party may take up to three depositions as of right, and the arbitrator may
in his or her discretion allow additional depositions upon good cause shown by
the moving party.  However, the arbitrator shall not have the power to
order the answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than fourteen (14) business days before the date
of the arbitration, the identity of all persons that may testify at the
arbitration, a copy of all documents that may be introduced at the arbitration
or considered or used by a party’s witness or expert, and a summary of the
expert’s opinions and the basis for said opinions.  The arbitrator’s
decision and award shall be made and delivered within sixty (60) days of the
conclusion of the arbitration.  The arbitrator’s decision shall set
forth a reasoned basis for any award of damages or finding of
liability.  The arbitrator shall not have power to award damages in
excess of actual compensatory damages and shall not multiply actual damages or
award punitive damages or any other damages that are specifically excluded under
this Agreement, and each party hereby irrevocably waives any claim to such
damages.

     

    The
parties covenant and agree that they will participate in the arbitration in good
faith and that they will share equally its costs, except as otherwise provided
herein.  The arbitrator may in his or her discretion assess costs and
expenses (including the reasonable legal fees and expenses of the prevailing
party) against any party to a proceeding.  Any party unsuccessfully
refusing to comply with an order of the arbitrators shall be liable for costs
and expenses, including attorneys’ fees, incurred by the other party in
enforcing the award.  This Section applies equally to requests for
temporary, preliminary or permanent injunctive relief, except that in the case
of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm.  The provisions of this Section shall be enforceable
in any court of competent jurisdiction.

     

    Subject
to the second sentence of the immediately preceding paragraph, the parties shall
bear their own attorneys’ fees, costs and expenses in connection with the
arbitration.  The parties will share equally in the fees and expenses
charged by J.A.M.S./Endispute, Inc.

     

    Each of
the parties hereto irrevocably and unconditionally consents to the exclusive
jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or
controversies arising out of or relating to this Agreement or any other
agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated
hereby and thereby and further consents to the jurisdiction of the courts of New
York for the purposes of enforcing the arbitration provisions of this
Section.  Each party further irrevocably waives any objection to
proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal
jurisdiction or to the laying of venue and further

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    irrevocably
and unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient
forum.  Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be
given.  Each of the parties hereto agrees that its or his submission
to jurisdiction and its or his consent to service of process by mail is made for
the express benefit of the other parties hereto.

     

    (d) Counterparts.  This
Agreement may be executed simultaneously in any number of counterparts
(including facsimiles), each of which when so executed and delivered shall be
taken to be an original, but such counterparts shall together constitute but one
and the same document.

     

    (e) Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be deemed prohibited or invalid under such applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
and such prohibition or invalidity shall not invalidate the remainder of such
provision or the other provisions of this Agreement.

     

    (f) Integration.  This
Agreement, including the exhibits, and instruments referred to herein or
therein, constitutes the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	COMPANY:	 
	 	 	 	 
	 	TA
      INDIGO HOLDING CORPORATION	 
	 	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/ Harry
      D. Taylor 	 
	 	Name: 	Harry
      D. Taylor	 
	 	Title: 	Sr.
      Vice President	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
 

    
      [Signature
Page to Registration Rights Agreement]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	INVESTORS:	 
	 	 	 	 
	 	TA
      X, L.P.	 
	 	By:  TA
      Associates X L.P., its General Partner	 
	 	By:  TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/ Brian
      J. Conway	 
	 	Name: 	Brian
      J. Conway	 
	 	Title: 	Managing
      Director	 
	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	TA
      ATLANTIC AND PACIFIC V L.P.	 
	 	By:  TA
      Associates AP V L.P., its General Partner	 
	 	By:  TA
      Associates, Inc., its General Partner	 
	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	/s/ Brian
      J. Conway	 
	 	Name: 	Brian
      J. Conway	 
	 	Title: 	Managing
      Director	 
	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	TA
      STRATEGIC PARTNERS FUND II L.P.	 
	 	By:  TA
      Associates SPF II L.P., its General Partner	 
	 	By:  TA
      Associates, Inc., its General Partner	 
	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	/s/ Brian
      J. Conway	 
	 	Name: 	Brian
      J. Conway	 
	 	Title: 	Managing
      Director	 
	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	TA
      STRATEGIC PARTNERS FUND II-A L.P.	 
	 	By:  TA
      Associates SPF II L.P., its General Partner	 
	 	By:  TA
      Associates, Inc., its General Partner	 
	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	/s/ Brian
      J. Conway	 
	 	Name: 	Brian
      J. Conway	 
	 	Title: 	Managing
      Director	 
	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                	 	TA
      INVESTORS II L.P.	 
	 	By:  TA
      Associates, Inc., its General Partner	 
	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Brian
      J. Conway	 
	 	Name: 	Brian
      J. Conway	 
	 	Title: 	Managing
      Director	 
	 


              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    	 	TA
      SUBORDINATED DEBT FUND II, L.P.	 
	 	By: 
      TA Associates SDF II L.P., its General Partner 	 
	 	By: 
      TA Associates, Inc., its General Partner	 
	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Brian
      J. Conway	 
	 	Name: 	Brian
      J. Conway	 
	 	Title: 	Managing
      Director	 
	 


                  

                

              

            

          

        

      

       

       

      [Signature
Page to Registration Rights Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	 	RHO
      VENTURES IV, L.P.	 
	 	 	 
	 	
                      By:  Rho
      Management Ventures IV, L.L.C., General Partner

                    	 
	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Jeffrey
      I. Martin	 
	 	Name: 	Jeffrey
      I. Martin	 
	 	Title: 	Attorney
      In Fact	 
	 


            

          

        

      

    

    
      
        
          
            
              	 	RHO
      VENTURES IV GmbH & CO. BETEILIGUNGS KG	 
	 	 	 
	 	
                      By:
      Rho Capital Partners Verwaltungs GmbH, General Partner

                    	 
	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Jeffrey
      I. Martin	 
	 	Name: 	Jeffrey
      I. Martin	 
	 	Title: 	Attorney
      In Fact	 
	 


            

          

        

      

    

    
      
        
          
            
              	 	RHO
      VENTURES IV (QP), L.P.	 
	 	 	 
	 	
                      By:
      Rho Management Ventures IV, L.L.C., General Partner

                    	 
	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Jeffrey
      I. Martin	 
	 	Name: 	Jeffrey
      I. Martin	 
	 	Title: 	Attorney
      In Fact	 
	 


            

          

        

      

    

    
      
        
          
            
              
                	 	RHO
      MANAGEMENT TRUST I	 
	 	 	 
	 	
                        By:
      Rho Capital Partners, Inc., as Investment Adviser

                      	 
	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Jeffrey
      I. Martin	 
	 	Name: 	Jeffrey
      I. Martin	 
	 	Title: 	Attorney
      In Fact	 
	 


              

            

          

        

      

    

    
       

       

      [Signature
Page to Registration Rights Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	 	PRINCIPAL
      SHAREHOLDERS:	 
	 	 	 	 
	 	 	 
	
                                                                                                               

                                                                                                            	/s/
      John Sculley	 
	 	John
      Sculley	 
	 	 	 
	 	 	 
	 	/s/
      Arthur B. Sculley	 
	 	Arthur
      B. Sculley	 


                                                                                                    

                                                                                                  

                                                                                                

                                                                                                 

                                                                                                 

                                                                                              

                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  	 	SCULLEY
      INVESTMENT LTD. PARTNERSHIP	 
	 	 	 	 
	
                                                                                                                                           

                                                                                                                                        	
                                                                                                                                          By:
      

                                                                                                                                        	/s/ John
      Sculley	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            	 	JOHN
      SCULLEY IRREV. TRUST F/B/O M. ALLNATT	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ John
      Sculley	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


          

        

      

    

    
       

      
        
          
            
              
                
                  	 	JOHN
      SCULLEY IRREV. TRUST F/B/O O. ALLNATT	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ John
      Sculley	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


                

              

            

          

        

      

       

       

      [Signature
Page to Registration Rights Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	 	SCULLEY
      FAMILY TRUST	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ John
      Sculley	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


                

              

            

          

        

      

    

    

      
        
          
            
              
                
                  
                    	 	SCULLEY
      FAMILY TRUST	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ David
      W. Sculley	 
	 	Name:  
      	David
      W. Sculley	 
	 	Title:	Trustee	 
	 	 	 	 


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	
                                                        /s/
      Arthur B. Sculley Jr.

                                                      	 
	 	
                                                        Arthur
      B Sculley Jr.

                                                      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	
                                                              /s/
      Theresa Sculley

                                                            	 
	 	Theresa
      Sculley	 
	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	
                                                              /s/
      Andrew Damico

                                                            	 
	 	Andrew
      Damico	 
	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	
                                                              /s/
      Thomas Fredell

                                                            	 
	 	Thomas
      Fredell	 
	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	
                                                                /s/
      Francis Mather

                                                              	 
	 	Francis
      Mather	 
	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
            
              
                	 	
                        /s/
      Susanne Elliot

                      	 
	 	Susanne
      Elliot	 
	 


              

            

          

           

           

          
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Page to Registration Rights Agreement]

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    


    Schedule
A

     

    TA
Investors:

     

    TA X,
L.P.

    TA
ATLANTIC AND PACIFIC V L.P.

    TA
STRATEGIC PARTNERS FUND II L.P.

    TA
STRATEGIC PARTNERS FUND II-A L.P.

    TA
INVESTORS II L.P.

    TA
SUBORDINATED DEBT FUND II, L.P.

    


    c/o TA
Associates, Inc.

    John
Hancock Tower, 56th
Fl.

    200
Clarendon Street

    Boston,
MA  02116

    Facsimile:
(617) 574-6728

    Attention:  Brian
J. Conway

    


     

    Rho
Investors:

     

    RHO
VENTURES IV, L.P.

    RHO
VENTURES IV GmbH & CO. BETEILIGUNGS KG

    RHO
VENTURES IV (QP), L.P.

    RHO
MANAGEMENT TRUST I

    


    c/oRho
Capital Partners

    Carnegie Hall Tower

    152 West 57th Street

    23rd Floor

    New York, New York
10019

    Facsimile: (212) 751-3613

    Attention:  Habib
Kairouz

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Principal
Shareholders:

     

    John
Sculley

    Arthur B.
Sculley

    SCULLEY
INVESTMENT LTD. PARTNERSHIP

    JOHN
SCULLEY IRREV. TRUST F/B/O M. ALLNATT

    JOHN
SCULLEY IRREV. TRUST F/B/O O. ALLNATT

    SCULLEY
FAMILY TRUST

    Arthur B
Sculley, Jr.

    Theresa
Sculley

    Susanne
Elliot

     

    c/o John
Sculley

    Rho
Capital Partners

    Carnegie Hall Tower

    152 West 57th Street

    23rd Floor

    New York, New York
10019

    Facsimile: (212) 751-3613

     

     

    Andrew
Damico

    1446
Rider Road

    New Hope,
PA 18938

    


    Thomas
Fredell

    51 Parks
Drive

    Sherborn,
MA 01770

    


    Francis
Mather

    120
Southern Boulevard

    Chatham,
NJ 07928