Exhibit
4.2


 


EXECUTION COPY


 


REGISTRATION
RIGHTS AGREEMENT



dated as of



August 2, 2005



among



HEARTLAND PAYMENT SYSTEMS, INC.



THE SHAREHOLDERS NAMED IN PART I OF SCHEDULE 1.01



and



THE INVESTORS NAMED IN PART II OF SCHEDULE 1.01


 





















 


	
  ARTICLE 1

  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  REGISTRATION RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Demand Registration

  	
   

  
	
  Section 2.02.

  	
  Piggyback
  Registration

  	
   

  
	
  Section 2.03.

  	
  Lock-up
  Agreements

  	
   

  
	
  Section 2.04.

  	
  Registration
  Procedures

  	
   

  
	
  Section 2.05.

  	
  Indemnification
  By The Company

  	
   

  
	
  Section 2.06.

  	
  Indemnification
  By Participating Shareholders

  	
   

  
	
  Section 2.07.

  	
  Conduct
  Of Indemnification Proceedings

  	
   

  
	
  Section 2.08.

  	
  Contribution

  	
   

  
	
  Section 2.09.

  	
  Participation
  In Public Offering

  	
   

  
	
  Section 2.10.

  	
  Other
  Indemnification

  	
   

  
	
  Section 2.11.

  	
  Cooperation
  By The Company

  	
   

  
	
  Section 2.12.

  	
  No
  Transfer Of Registration Rights

  	
   

  
	
  Section 2.13.

  	
  Limitations
  On Subsequent Registration Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Binding
  Effect; Assignability; Benefit

  	
   

  
	
  Section 3.02.

  	
  Notices

  	
   

  
	
  Section 3.03.

  	
  Waiver;
  Amendment; Termination

  	
   

  
	
  Section 3.04.

  	
  Fees
  And Expenses

  	
   

  
	
  Section 3.05.

  	
  Governing
  Law

  	
   

  
	
  Section 3.06.

  	
  Jurisdiction

  	
   

  
	
  Section 3.07.

  	
  Waiver
  Of Jury Trial

  	
   

  
	
  Section 3.08.

  	
  Specific
  Enforcement

  	
   

  
	
  Section 3.09.

  	
  Counterparts

  	
   

  
	
  Section 3.10.

  	
  Entire
  Agreement

  	
   

  
	
  Section 3.11.

  	
  Captions

  	
   

  
	
  Section 3.12.

  	
  Severability

  	
   

  
	
  Section 3.13.

  	
  Consent
  To Amendment And Restatement Of Existing Shareholders’ Agreement;
  Effectiveness

  	
   

  



 


	
  EXHIBITS

  
	
  Exhibit A – Joinder
  to Shareholders’ Agreement

  
	
   

  
	
  SCHEDULES

  
	
  Schedule 1.01 –
  Parties

  



 





















 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
dated as of August 2, 2005 among (i) Heartland Payment Systems, Inc.,
a Delaware corporation (the “Company”), (ii) certain
shareholders of the Company named in Part I of the attached Schedule 1.01
(“Part I Shareholders”) and (iii) the
investors named in Part II of the attached Schedule 1.01 (each
such investor, individually, an “Investor” and,
collectively, the “Investors”).


 


The Part I
Shareholders and Investors are collectively referred to herein as “Shareholders” and each individually as “Shareholder”.
These terms shall also be deemed to include (A) each other Person (other
than the Company) who shall become a party to or be bound by this Agreement
pursuant to Section 3.01 or otherwise, so long as such Person shall “beneficially
own” any Company Securities and (B) each other Person who is a “third
party beneficiary” of this Agreement pursuant to Section 3.01(c).


 


WITNESSETH:


 


WHEREAS,
the Company and certain Shareholders are parties to an Amended and Restated
Shareholders Agreement dated as of October 11, 2001 (as amended, modified
and supplemented from time to time, the “Existing Shareholders’
Agreement”); and


 


WHEREAS,
the Company is engaging in a public offering of its Common Stock pursuant to a
registration statement on Form S-1 filed with the SEC on August 10,
2004, as amended (“Initial Public Offering”),
and it is contemplated that upon the closing of such Initial Public Offering
(the time of such closing, the “IPO Effective Time”)
the Preferred Stock owned by the Investors shall be converted into Common
Stock; and


 


WHEREAS,
the Company and the Shareholders have determined that it is in their respective
best interests to amend and restate the Existing Shareholders’ Agreement to be
effective immediately prior to the IPO Effective Time.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained herein,
effective immediately prior to the IPO Effective Time, the parties hereto agree
to amend and restate the Existing Shareholders’ Agreement in its entirety and
replace it with this Registration Rights Agreement.


 


ARTICLE 1

DEFINITIONS


 


Section 1.01.          Definitions.
(a)  The
following terms, as used herein, have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person; provided
that no security holder of the Company shall be deemed an Affiliate of any
other security holder solely by reason of any investment in the Company. For
the purpose of this definition, the term “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control
with”), as used with respect to any Person, shall mean the possession, directly


 





















 


or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“beneficially
own” has the meaning given to it in Rule 13d-3 of the
Exchange Act.


 


“BHC”
means BHC Interim Funding, L.P.


 


“Board”
means the board of directors of the Company.


 


“Bridge
Warrant” means the warrants to purchase Common Stock issued
to BHC prior to the date of this Agreement and any warrants issued in exchange
therefor in accordance with the terms thereof and as such warrants may be
amended, restated, supplemented or otherwise modified or Transferred from time
to time, but only to the extent not theretofore exercised, redeemed or expired
in accordance with their respective terms.


 


“Business
Day” means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.


 


“Common
Stock” means the common stock, par value $0.001 per share, of
the Company and any stock into which such Common Stock may hereafter be
converted or changed, and “Common Shares” means any issued and outstanding
shares of Common Stock.


 


“Company
Securities” means (i) the Common Stock and Preferred Stock,
(ii) securities convertible into or exchangeable for Common Stock and/or
Preferred Stock, and (iii) options, warrants or other rights to acquire
Common Stock, Preferred Stock or any other equity or equity-linked security
issued by the Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fully-Diluted”
means all outstanding Common Shares and all Common Shares issuable in respect
of securities convertible into or exchangeable for Common Shares, all stock
appreciation rights, options, warrants and other rights to purchase or
subscribe for such Common Shares or securities convertible into or exchangeable
for such Common Shares; provided that (i) if any of the foregoing stock
appreciation rights, options, warrants or other rights to purchase or subscribe
for such Common Shares are subject to vesting, the Company Securities subject
to vesting shall be included in the definition of “Fully-Diluted”
only upon and to the extent of such vesting and (ii) stock appreciation
rights, options, warrants or other rights to purchase or subscribe for such
Common Shares shall be included in the definition of “Fully-Diluted”
only if the value per Common Share (which
shall be deemed to be the closing price of the Common Shares on any stock
exchange or automated quotation system on which the Common Shares are then
listed or quoted) exceeds the exercise or conversion price per Common
Share for such rights, options or warrants, in each case at the time of
determination.


 


“NASD”
means the National Association of Securities Dealers, Inc.


 


“Permitted
Transferee” means:


 


2





















 


(a)           in
the case of any Investor, (i) any general or limited partner of such
Investor, (ii) any corporation, partnership, limited liability company or
other entity that is an Affiliate of such Investor or any general or limited
partner of such Investor (collectively, “Investor Affiliates”),
(iii) any investment funds managed directly or indirectly by such Investor
or any Investor Affiliates (an “Investor Fund”),
(iv) any general or limited partner of any Investor Fund, (v) any
managing director, general partner, director, limited partner, officer or
employee of any Investor Affiliate, or any spouse, lineal descendant, sibling,
parent, heir, executor, administrator, testamentary trustee, legatee or
beneficiary of any of the foregoing persons described in this clause (v) (collectively,
“Investor Associates”) or (vi) any
trust, the beneficiaries of which, or any corporation, limited liability company
or partnership, the stockholders, members or general or limited partners of
which consist solely of any one or more of such Investor, any general or
limited partner of such Investor, any Investor Affiliates, any Investor Fund,
any Investor Associates, their spouses or their lineal descendants;


 


(b)           in
the case of LLR, in addition to the Persons set forth in clause (a) above,
NewSpring Ventures, L.P., a Delaware limited partnership, or The Co-Investment
2000 Fund, L.P., a Delaware limited partnership; and


 


(c)           in
the case of any Shareholder other than an Investor, (i) a Person to whom
Company Securities are Transferred from such Shareholder (A) by will or
the laws of descent and distribution or (B) by gift without consideration
of any kind, provided that, in the case of clause (B), such transferee is the
spouse or the lineal descendant, sibling or parent of such Shareholder, or (ii) a
trust that is for the exclusive benefit of such Shareholder or its Permitted
Transferees under (B) above.


 


“Person”
means an individual, corporation, limited liability company, partnership,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


 


“Preferred
Stock” means the Series A Senior Convertible
Participating Preferred Stock, par value $0.001 per share, of the Company, and
any stock into which such Preferred Stock may hereafter be converted or
changed, and “Preferred Shares” means any
issued and outstanding shares of Preferred Stock.


 


“Public
Offering” means an underwritten public offering of Common
Shares pursuant to an effective registration statement under the Securities
Act, other than pursuant to a registration statement on Form S-4 or Form S-8
or any similar or successor form.


 


“Registration
Expenses” means any and all reasonable and customary expenses
incident to the performance of or compliance with any registration or marketing
of securities, including all (i) registration and filing fees, and all
other fees and expenses payable in connection with the listing of securities on
any securities exchange or automated interdealer quotation system, (ii) fees
and expenses of compliance with any securities or “blue sky” laws (including
reasonable fees and disbursements of counsel in connection with “blue sky”
qualifications of the securities registered), (iii) expenses in connection
with the preparation, printing, mailing and delivery of any registration
statements, prospectuses and other documents in connection therewith and any
amendments or supplements thereto, (iv) security engraving and printing
expenses, (v) internal


 


3





















 


expenses of the Company
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (vi) reasonable fees and
disbursements of counsel for the Company and customary fees and expenses for
independent certified public accountants retained by the Company (including the
expenses relating to any comfort letters or costs associated with the delivery
by independent certified public accountants of any comfort letters requested
pursuant to Section 2.04(h)), (vii) reasonable fees and expenses of
any special experts retained by the Company in connection with such registration,
(viii) reasonable fees, out-of-pocket costs and expenses of the
Shareholders, including one counsel for all of the Shareholders participating
in the offering selected (A) by the Investors, in the case of any offering
in which such funds participate, or (B) in any other case, by Shareholders
holding the majority of the Registrable Securities to be sold for the account
of all Shareholders in the offering, (ix) fees and expenses in connection
with any review by the NASD of the underwriting arrangements or other terms of
the offering, and all fees and expenses of any “qualified independent
underwriter,” including the fees and expenses of any counsel thereto, (x) fees
and disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding any underwriting fees, discounts and commissions
attributable to the sale of Registrable Securities, (xi) costs of printing and
producing any agreements among underwriters, underwriting agreements, any “blue
sky” or legal investment memoranda and any selling agreements and other
documents in connection with the offering, sale or delivery of the Registrable
Securities, (xii) transfer agents’ and registrars’ fees and expenses and the
fees and expenses of any other agent or trustee appointed in connection with
such offering, (xiii) expenses relating to any analyst or investor
presentations or any “road shows” undertaken in connection with the
registration, marketing or selling of the Registrable Securities, and (xiv)
fees and expenses payable in connection with any ratings of the Registrable
Securities, including expenses relating to any presentations to rating
agencies.


 


“Registrable
Securities” means, at any time, all Common Shares and all
Common Shares issuable in respect of Shares by way of conversion, exchange,
stock dividend, split or combination, recapitalization, merger, consolidation,
other reorganization or otherwise until (i) a registration statement
covering such Common Shares has been declared effective by the SEC and such
Common Shares have been disposed of pursuant to such effective registration
statement, (ii) such Common Shares are sold under circumstances in which
all of the applicable conditions of Rule 144 (or any similar provisions
then in force) under the Securities Act are met or (iii) such Common
Shares are otherwise Transferred, the Company has delivered a new certificate
or other evidence of ownership for such Common Shares not bearing the legend
required pursuant to this Agreement and such Common Shares may be resold without
subsequent registration under the Securities Act.


 


“Rule 144”
means Rule 144 (or any successor provisions) under the Securities Act.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securities
Purchase Agreement” means the Securities Purchase Agreement,
as amended from time to time, dated as of October 11, 2001 among the
Company and the Investors pursuant to which the Investors acquired securities
of the Company.


 


4





















 


“Shares”
means Common Shares and Preferred Shares.


 


“Subsidiary”
means, with respect to any Person, any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are at the
time directly or indirectly owned by such Person.


 


“Transfer”
means, with respect to any Company Securities or other property, (i) when
used as a verb, to sell, assign, dispose of, exchange, pledge, encumber,
hypothecate or otherwise transfer such Company Securities or property or any
participation or interest therein, whether directly or indirectly, or agree or
commit to do any of the foregoing and (ii) when used as a noun, a direct
or indirect sale, assignment, disposition, exchange, pledge, encumbrance,
hypothecation, or other transfer of such Company Securities or property or any
participation or interest therein or any agreement or commitment to do any of
the foregoing.


 


Each
of the following terms is defined in the Section set forth opposite such
term:


 


	
  Term

  	
   

  	
  Section

  
	
  Company

  	
   

  	
  Preamble

  
	
  Damages

  	
   

  	
  Section 2.05

  
	
  Demand
  Registration

  	
   

  	
  Section 2.01

  
	
  Existing
  Shareholders’ Agreement

  	
   

  	
  Recitals

  
	
  Indemnified
  Party

  	
   

  	
  Section 2.07

  
	
  Indemnifying
  Parry

  	
   

  	
  Section 2.07

  
	
  Inspectors

  	
   

  	
  Section 2.04(g)

  
	
  Investor(s)

  	
   

  	
  Preamble

  
	
  Lock-Up
  Period

  	
   

  	
  Section 2.03

  
	
  Maximum
  Offering Size

  	
   

  	
  Section 2.01(e)

  
	
  Piggyback
  Registration

  	
   

  	
  Section 2.02

  
	
  Records

  	
   

  	
  Section 2.04(g)

  
	
  Registering
  Shareholders

  	
   

  	
  Section 2.01(a)

  
	
  Requesting
  Shareholder

  	
   

  	
  Section 2.01(a)

  



 


ARTICLE 2

REGISTRATION RIGHTS


 


Section 2.01.          Demand
Registration. (a) 
If at any time following the earlier of (i) 180
days after the effective date of the registration statement for the Initial
Public Offering and (ii) the expiration of the period during which the
lead managing underwriter for the Initial Public Offering shall prohibit the
Company from effecting any other public sale or distribution of Company
Securities, the Company shall receive a request from any Shareholder or group
of Shareholders holding in the aggregate at least 10% of the Company Securities
then outstanding, calculated on a Fully-Diluted basis (such Shareholder or
group of Shareholders, collectively, the “Requesting
Shareholder”) that the Company effect the registration under the
Securities Act of all or any portion of the Requesting Shareholder’s
Registrable Securities, and specifying the intended method of disposition
thereof, then the Company shall promptly give notice of such requested
registration (each such request referred to herein as a “Demand Registration”) at


 


5





















 


least
30 days prior to the anticipated filing date of the registration statement
relating to such Demand Registration to the other Shareholders and thereupon
shall use its best efforts to effect, as expeditiously as possible (subject to Section 2.01(f)),
the registration under the Securities Act of, subject to the restrictions set
forth in Section 2.01(e) and Section 2.02, the sale of:


 


(i)            all
Registrable Securities for which the Requesting Shareholder have requested
registration under this Section 2.01, and


 


(ii)           all
other Registrable Securities that any Persons with rights to request
registration under Section 2.02 or under Section 5.2
of the Bridge Warrant (all such Persons, together with the Requesting
Shareholders, the “Registering Shareholders”)
have requested the Company to register by request received by the Company
within 15 days after such Persons receive the Company’s notice of the Demand
Registration,


 


all to the extent necessary to permit the disposition
(in accordance with the intended methods thereof as aforesaid) of the
Registrable Securities so to be registered; provided that,
subject to Section 2.01(d), the Company shall not be obligated to effect
more than one Demand Registration in any 6-month period or more than four
Demand Registrations in total; and provided
further that the Company shall not be obligated to effect a Demand Registration
unless the aggregate gross proceeds expected to be received from the sale of
the Registrable Securities requested to be included in such Demand Registration
are at least $10 million.


 


(b)           Promptly
after the expiration of the 30-day period referred to in Section 2.01(a),
the Company will notify all Registering Shareholders of the identities of any
other Registering Shareholders and the number of shares of Registrable
Securities requested to be included therein. At any time prior to the effective
date of the registration statement relating to such registration, the
Requesting Shareholder may revoke such request, without liability to any of the
other Registering Shareholders, by providing a notice to the Company revoking
such request. A request, so revoked, shall be considered to be a Demand Registration
unless (i) such revocation arose during the period while the Company shall
have postponed effecting a registration pursuant to Section 2.01(f) or
arose out of the fault of the Company (in which case the Company shall be
obligated to pay all Registration Expenses in connection with such revoked
request), or (ii) the Requesting Shareholder reimburses the Company for
all Registration Expenses of such revoked request.


 


(c)           The
Company shall be liable for and pay all Registration Expenses in connection
with any Demand Registration, regardless of whether such Registration is
effected, except as set forth in Section 2.01(b).


 


(d)           A
Demand Registration shall not be deemed to have occurred unless the
registration statement relating thereto (A) has become effective under the
Securities Act and (B) has remained effective for a period of at least 120
days (or such shorter period in which all Registrable Securities of the
Registering Shareholders included in such registration have actually been sold
thereunder); provided that such
registration statement shall not be considered a Demand Registration if, after
such registration statement becomes effective, such registration statement is
interfered with by any stop order, injunction or other order or requirement of
the


 


6





















 


SEC or other
governmental agency or court and less than 75% of the Registrable Securities
included in such registration statement have been sold thereunder.


 


(e)           If
a Demand Registration involves a Public Offering and the managing underwriter
advises the Company and the Requesting Shareholder that, in its view, the
number of shares of Registrable Securities requested to be included in such
registration (including any securities that the Company proposes to be included
that are not Registrable Securities) exceeds the largest number of shares that
can be sold without having an adverse effect on such offering, including the
price at which such shares can be sold (the “Maximum
Offering Size”), the Company shall include in such registration, in
the priority listed below, up to the Maximum Offering Size:


 


(i)            first,
any Registrable Securities requested to be registered by any Registering
Shareholders pursuant to Section 5.2 of the Bridge
Warrant,


 


(ii)           second,
any Registrable Securities requested to be registered by the Requesting
Shareholders, by all other Registering Shareholders and by any other Persons
that after the date hereof are granted piggyback registration rights on a pro
rata basis with the rights granted pursuant to Section 2.02 (allocated, if
necessary for the offering not to exceed the Maximum Offering Size, pro rata
among such entities on the basis of the relative number of Registrable
Securities so requested to be included in such registration by each), and


 


(iii)          third,
any securities proposed to be registered for the account of any other Persons
(including the Company), with such priorities among them as the Company shall
determine.


 


(f)            Upon
notice to each Requesting Shareholder and any Registering Shareholders, the
Company may postpone effecting a registration or suspend the use of any
effective registration statement already filed pursuant to this Section on
one or two occasions during any period of six consecutive months for a
reasonable time specified in the notice but not exceeding an aggregate of 60
days in total for both such occasions (which period may not be extended or
renewed), if the Board shall have determined in good faith that the Company is
in possession of material non-public information the disclosure of which during
the period specified in such notice would not be in the best interests of the
Company.


 


Section 2.02.          Piggyback Registration. (a)  If
the Company proposes to register the sale of any Common Stock under the
Securities Act (other than (i) the Initial Public Offering, or (ii) a
registration on Form S-8 or S-4, or any successor forms, relating to
Common Shares issuable upon exercise of employee stock options or in connection
with any employee benefit or similar plan of the Company or in connection with
a direct or indirect acquisition by the Company of another Person), whether or
not for sale for its own account, the Company shall each such time give prompt
notice at least 30 days prior to the anticipated filing date of the
registration statement relating to such registration to each Shareholder, which
notice shall set forth such Shareholder’s rights under this Section 2.02
and shall offer such Shareholder the opportunity to include in such
registration statement the number of Registrable Securities as each such
Shareholder may request (a “Piggyback Registration”),
subject to the provisions of Section


 


7





















 


2.02(b).
Upon the request of any such Shareholder made within 15 days after the receipt
of notice from the Company (which request shall specify the number of
Registrable Securities intended to be registered by such Shareholder), the
Company shall use its best efforts to effect the registration under the
Securities Act of all Registrable Securities that the Company has been so
requested to register by all such Shareholders, to the extent requisite to
permit the disposition of the Registrable Securities so to be registered;
provided that (i) if such registration involves a Public Offering, all
such Shareholders requesting to be included in the Company’s registration must
sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on
the same terms and conditions as apply to the Company or any other seller and (ii) if,
at any time after giving notice of its intention to register any Company
Securities pursuant to this Section 2.02(a) and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
securities, the Company shall give notice to all such Shareholders and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration. No registration effected under
this Section 2.02 shall relieve the Company of its obligations to effect a
Demand Registration to the extent required by Section 2.01. The Company
shall pay all Registration Expenses in connection with each Piggyback
Registration.


 


(b)           If
a Piggyback Registration involves a Public Offering (other than any Demand
Registration, in which case the provisions with respect to priority of
inclusion in such offering set forth in Section 2.01(e) shall apply)
and the managing underwriter advises the Company that, in its view, the number
of Shares that the Company and such Shareholders intend to include in such
registration exceeds the Maximum Offering Size, the Company shall include in
such registration, in the following priority, up to the Maximum Offering Size:


 


(i)            first,
so much of the Company Securities proposed to be registered for the account of
the Company as would not cause the offering to exceed the Maximum Offering
Size,


 


(ii)           second,
any Registrable Securities requested to be registered by any Registering
Shareholders pursuant to Section 5.2 of the Bridge
Warrant,


 


(iii)          third,
any Registrable Securities requested to be included in such registration by (A) any
Shareholders pursuant to Section 2.02 and (B) any other Persons that
after the date hereof are granted piggyback registration rights on a pro rata
basis with the rights granted pursuant to this Section 2.02 (allocated, if
necessary for the offering not to exceed the Maximum Offering Size, pro rata
among such Shareholders and other Persons on the basis of the relative number
of shares of Registrable Securities so requested to be included in such
registration by each); and


 


(iv)          fourth,
any securities proposed to be registered for the account of any other Persons
with such priorities among them as the Company shall determine.


 


Section 2.03.          Lock-up Agreements. If any registration of
Registrable Securities shall be effected in connection with a Public Offering,
neither the Company nor any Shareholder shall effect any public sale or distribution,
including any sale pursuant to Rule 144, of any Company Securities or
other security of the Company (except as part of such Public Offering) during
the


 


8





















 


period
beginning 14 days prior to the effective date of the applicable registration
statement until the earlier of (i) such time as the Company and the lead
managing underwriter shall agree or (ii) 180 days (such period, the “Lock-Up Period” for the registration statement in
connection with such Public Offering).


 


Section 2.04.          Registration Procedures. Whenever
Shareholders request that any Registrable Securities be registered pursuant to Section 2.01
or Section 2.02, subject to the provisions of such Sections, the Company
shall use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof as quickly as practicable, and, in connection with any such request:


 


(a)           The
Company shall as expeditiously as possible prepare and file with the SEC a
registration statement on any form for which the Company then qualifies or that
counsel for the Company shall deem appropriate and which form shall be
available for the sale of the Registrable Securities to be registered thereunder
in accordance with the intended method of distribution thereof, and use its
best efforts to cause such filed registration statement to become and remain
effective for a period of not less than 120 days (or such shorter period in
which all of the Registrable Securities of the Registering Shareholders
included in such registration statement shall have actually been sold
thereunder).


 


(b)           Prior
to filing a registration statement or prospectus or any amendment or supplement
thereto, the Company shall, if requested, furnish to each participating
Shareholder and each underwriter, if any, of the Registrable Securities covered
by such registration statement copies of such registration statement as
proposed to be filed, and thereafter the Company shall furnish to such
Shareholder and underwriter, if any, such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule 424
or Rule 430A under the Securities Act and such other documents as such
Shareholder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Shareholder. Each
Shareholder shall have the right to request that the Company modify any
information contained in such registration statement, amendment and supplement
thereto pertaining to such Shareholder and the Company shall use its best
efforts to comply with such request; provided,
however, that the Company shall not have any obligation so to modify any
information if the Company reasonably expects that so doing would cause the
prospectus to contain an untrue statement of a material fact, omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or omit a statement required by applicable law.


 


(c)           After
the filing of the registration statement, the Company shall (i) cause the
related prospectus to be supplemented by any required prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement during the applicable period in accordance with the
intended methods of disposition by the Registering Shareholders thereof set
forth in such registration statement or supplement to such prospectus and (iii) promptly
notify each Registering Shareholder holding Registrable Securities covered by
such registration statement of


 


9





















 


any stop order
issued or threatened by the SEC or any state securities commission and take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered.


 


(d)           The
Company shall use its best efforts to (i) register or qualify the
Registrable Securities covered by such registration statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as any
Registering Shareholder holding such Registrable Securities reasonably (in light
of such Shareholder’s intended plan of distribution) requests and (ii) cause
such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Shareholder to
consummate the disposition of the Registrable Securities owned by such
Shareholder; provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 2.04(d), (B) subject itself
to taxation in any such jurisdiction or (C) consent to general service of
process in any such jurisdiction.


 


(e)           The
Company shall immediately notify each Registering Shareholder holding such
Registrable Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
promptly prepare and make available to each such Shareholder and file with the
SEC any such supplement or amendment.


 


(f)            In
connection with any Public Offering, the Company shall select an underwriter or
underwriters and shall enter into customary agreements (including an
underwriting agreement in customary form) and take such all other actions as
are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities in any such Public Offering, including the
engagement of a “qualified independent underwriter” in connection with the
qualification of the underwriting arrangements with the NASD.


 


(g)           The
Company shall make available for inspection by any Registering Shareholder and
any underwriter participating in any disposition pursuant to a registration
statement being filed by the Company pursuant to this Section 2.04 and any
attorney, accountant or other professional retained by any such Shareholder or
underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties
of the Company (collectively, the “Records”) as
shall be reasonably necessary or desirable to enable them to exercise their due
diligence responsibility, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any Inspectors in
connection with such registration statement. Records that the Company
determines, in good faith, to be confidential and that it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or
omission in such registration statement or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction. Each Registering Shareholder agrees that information
obtained by it as a result of such inspections


 


10





















 


shall be deemed
confidential and shall not be used by it or its Affiliates as the basis for any
market transactions in the Company Securities unless and until such information
is made generally available to the public. Each Registering Shareholder further
agrees that, upon learning that disclosure of such Records is sought in a court
of competent jurisdiction, it shall give notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure
of the Records deemed confidential.


 


(h)           In
the case of a Public Offering, the Company shall furnish to each Registering
Shareholder and to each such underwriter, if any, a signed counterpart,
addressed to such Shareholder or underwriter, of (i) an opinion or
opinions of counsel to the Company and (ii) a comfort letter or comfort
letters from the Company’s independent public accountants, each in customary
form and covering such matters of the kind customarily covered by opinions or
comfort letters, as the case may be, as a majority of such Shareholders or the
managing underwriter therefor reasonably requests.


 


(i)            The
Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement or such other document that shall
satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.


 


(j)            The
Company may require each such Registering Shareholder promptly to furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as the Company may from time to time reasonably request
and such other information as may be legally required in connection with such
registration.


 


(k)           Each
such Registering Shareholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 2.04(e),
such Shareholder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Shareholder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 2.04(e), and, if so directed
by the Company, such Shareholder shall deliver to the Company all copies, other
than any permanent file copies then in such Shareholder’s possession, of the
most recent prospectus covering such Registrable Securities at the time of receipt
of such notice. If the Company shall give such notice, the Company shall extend
the period during which such registration statement shall be maintained
effective (including the period referred to in Section 2.04(a)) by the
number of days during the period from and including the date of the giving of
notice pursuant to Section 2.04(e) to the date when the Company shall
make available to such Shareholder a prospectus supplemented or amended to
conform with the requirements of Section 2.04(e).


 


(l)            The
Company shall use its best efforts to list all Registrable Securities covered
by such registration statement on any securities exchange or quotation system
on which any of the Registrable Securities are then listed or traded.


 


(m)          The
Company shall have appropriate officers of the Company (i) prepare and
make presentations at any “road shows” and before analysts and rating agencies,
as the case may be, (ii) take other actions to obtain ratings for any
Registrable Securities and (iii) otherwise use


 


11





















 


their best efforts
to cooperate as reasonably requested by the underwriters in the offering,
marketing or selling of the Registrable Securities.


 


Section 2.05.          Indemnification By The Company. The
Company agrees to indemnify and hold harmless each Registering Shareholder
holding Registrable Securities covered by a registration statement, its
officers, directors, employees, partners and agents, and each Person, if any,
who controls such Shareholder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages, liabilities and
expenses (including reasonable expenses of investigation and reasonable
attorneys’ fees and expenses) (“Damages”) caused
by or relating to any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus relating to
the Registrable Securities (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by or relating to 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, except insofar as such Damages are
caused by or related to any such untrue statement or omission or alleged untrue
statement or omission so made based upon information furnished in writing to
the Company by such Shareholder or on such Shareholder’s behalf expressly for
use therein; provided that, with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus, or in
any prospectus, as the case may be, the indemnity agreement contained in this
paragraph shall not apply to the extent that any Damages result from the fact
that a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) was not sent or given to the Person asserting
any such Damages at or prior to the written confirmation of the sale of the
Registrable Securities concerned to such Person if it is determined that the
Company has provided such prospectus to such Shareholder and it was the
responsibility of such Shareholder to provide such Person with a current copy
of the prospectus (or such amended or supplemented prospectus, as the case may
be) and such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
Damages. The Company also agrees to indemnify any underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such underwriters within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange
Act on substantially the same basis as that of the indemnification of the
Shareholders provided in this Section 2.05.


 


Section 2.06.          Indemnification By Participating Shareholders. Each Registering Shareholder holding Registrable
Securities included in any registration statement agrees, severally but not
jointly, to indemnify and hold harmless the Company, its officers, directors
and agents and each Person, if any, who controls the Company within the meaning
of either Section 15
of the Securities Act or Section 20 of the Exchange
Act to the same extent as the foregoing indemnity from the Company to such
Shareholder, but only (i) with respect to information furnished in writing
by such Shareholder or on such Shareholder’s behalf expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or
any amendment or supplement thereto, or any preliminary prospectus or (ii) to
the extent that any Damages result from the fact that a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) was
not sent or given to the Person asserting any such Damages at or prior to the
written confirmation of the sale of the Registrable Securities concerned to
such Person if it is determined that it was the responsibility of such
Shareholder to provide such Person with a


 


12





















 


current
copy of the prospectus (or such amended or supplemented prospectus, as the case
may be) and such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. Each such Shareholder also agrees to
indemnify and hold harmless underwriters of the Registrable Securities, their
officers and directors and each Person who controls such underwriters within
the meaning of either Section 15 of the Securities
Act or Section 20
of the Exchange Act on substantially the same basis as that of the
indemnification of the Company provided in this Section 2.06. As a
condition to including Registrable Securities in any registration statement
filed in accordance with this Article 2, the Company may require that it
shall have received an undertaking reasonably satisfactory to it from any
underwriter to indemnify and hold it harmless to the extent customarily
provided by underwriters with respect to similar securities. No Registering
Shareholder shall be liable under this Section 2.06 for any Damages in
excess of the net proceeds realized by such Registering Shareholder in the sale
of Registrable Securities of such Shareholder to which such Damages relate.


 


Section 2.07.          Conduct Of Indemnification Proceedings. If
any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
this Article 2, such Person (an “Indemnified Party”)
shall promptly notify the Person against whom such indemnity may be sought (the
“Indemnifying Party”) in writing and
the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses; provided that the failure of
any Indemnified Party so to notify the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure to notify. In any
such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel
or (ii) in the reasonable judgment of such Indemnified Party
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that,
in connection with any proceeding or related proceedings in the same jurisdiction,
the Indemnifying Party shall not be liable for the reasonable fees and expenses
of more than one separate firm of attorneys (in addition to any local counsel)
at any time for all such Indemnified Parties, and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in
writing by the Indemnified Parties. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent, or if there be a final judgment for the
plaintiff, the Indemnifying Party shall indemnify and hold harmless such
Indemnified Parties from and against any loss or liability (to the extent
stated above) by reason of such settlement or judgment. Without the prior
written consent of the Indemnified Party, no Indemnifying Party shall effect
any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such proceeding.


 


Section 2.08.          Contribution. If the
indemnification provided for in this Article 2 is unavailable to the
Indemnified Parties in respect of any Damages, then each such Indemnifying


 


13





















 


Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Damages (i) as
between the Company and the Registering Shareholders holding Registrable
Securities covered by a registration statement on the one hand and the
underwriters on the other, in such proportion as is appropriate to reflect the
relative benefits received by the Company and such Shareholders on the one hand
and the underwriters on the other, from the offering of the Registrable
Securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company and such Shareholders on the one hand and of
such underwriters on the other in connection with the statements or omissions
that resulted in such Damages, as well as any other relevant equitable
considerations and (ii) as between the Company on the one hand and each
such Shareholder on the other, in such proportion as is appropriate to reflect
the relative fault of the Company and of each such Shareholder in connection
with such statements or omissions, as well as any other relevant equitable
considerations. The relative benefits received by the Company and such
Shareholders on the one hand and such underwriters on the other shall be deemed
to be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and such Shareholders bear to the total underwriting discounts
and commissions received by such underwriters, in each case as set forth in the
table on the cover page of the prospectus. The relative fault of the
Company and such Shareholders on the one hand and of such underwriters on the
other 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 and such Shareholders or by such underwriters. The relative fault
of the Company on the one hand and of each such Shareholder on the other 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 such party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.


 


The Company and the Registering Shareholders agree
that it would not be just and equitable if contribution pursuant to this Section 2.08
were determined by pro rata allocation (even if the underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the Damages referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 2.08, no underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any Damages that such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Registering
Shareholder shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities of such
Shareholder were offered to the public (less underwriters’ discounts and
commissions) exceeds the amount of any Damages that such Shareholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation


 


14





















 


(within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. Each Registering Shareholder’s
obligation to contribute pursuant to this Section 2.08 is several in the
proportion that the proceeds of the offering received by such Shareholder bears
to the total proceeds of the offering received by all such Registering
Shareholders and not joint.


 


Section 2.09.          Participation In Public Offering. No Person
may participate in any Public Offering hereunder unless such Person (a) agrees
to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and the provisions
of this Agreement in respect of registration rights.


 


Section 2.10.          Other Indemnification. Indemnification
similar to that specified herein (with appropriate modifications) shall be
given by the Company and each Registering Shareholder participating therein
with respect to any required registration or other qualification of securities
under any federal or state law or regulation or governmental authority other
than the Securities Act.


 


Section 2.11.          Cooperation By The Company. If
any Shareholder shall transfer any Registrable Securities pursuant to Rule 144,
the Company shall cooperate, to the extent commercially reasonable, with such
Shareholder and shall provide to such Shareholder such information as such
Shareholder shall reasonably request.


 


Section 2.12.          No Transfer Of Registration Rights. None of the rights of Shareholders under this Article 2 shall be
assignable by any Shareholder to any Person acquiring Securities in any Public
Offering or pursuant to Rule 144.


 


Section 2.13.          Limitations On Subsequent Registration Rights. The Company agrees that it shall not enter into any
agreement with any holder or prospective holder of any securities of the Company
(A) that would allow such holder or prospective holder to include such
securities in any Demand Registration or Piggyback Registration unless, under
the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that their inclusion
would not reduce the amount of the Registrable Securities of the Shareholders
included therein or (B) on terms otherwise more favorable than this
Agreement.


 


ARTICLE 3

MISCELLANEOUS


 


Section 3.01.          Binding Effect; Assignability; Benefit. (a)  This Agreement shall become effective immediately prior to the IPO
Effective Time and shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, legal representatives and
permitted assigns. Any Shareholder that ceases to beneficially own any Company
Securities shall cease to be bound by the terms hereof (other than Section 2.05
through Section 2.08, to the extent applicable, and Article 3).


 


15





















 


(b)           Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by any party hereto pursuant to any
Transfer of Company Securities or otherwise, except that any Permitted
Transferee or other Person acquiring Company Securities in accordance with the
provisions of this Agreement (other than in a Public Offering or pursuant to Rule 144)
or pursuant to any employment agreement or stock purchase, option, stock option
or other compensation plan of the Company or any Subsidiary may, at its sole
discretion, become a party hereto (unless already bound hereby) by executing
and delivering to the Company an agreement to be bound by this Agreement in the
form of Exhibit A hereto and
shall thenceforth be a Shareholder (and Investor, if applicable) as defined
herein.


 


(c)           Nothing
in this Agreement, expressed or implied, is intended to confer on any Person
other than the parties hereto, and their respective heirs, successors, legal representatives
and permitted assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement except that each Person listed on Part I of
Schedule 1.01 to the extent such Person is not a party to this
Agreement shall be a third party beneficiary with respect to this Agreement and
shall be entitled to the rights and benefits of, and to enforce, the provisions
hereof as if such Person was a “Shareholder”.


 


(d)           BHC
shall be a third party beneficiary with respect to Section 2.01(a)(ii), Section 2.01(e)(i) and
Section 2.02(b)(ii) solely to the extent set forth therein and shall
be entitled to the rights and benefits of, and to enforce, the provisions
thereof (so long as BHC shall continue to have “Registration Rights” pursuant
to Article V
of the Bridge Warrant).


 


Section 3.02.          Notices. All notices, requests
and other communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given to such party at its address
or facsimile number set forth on the signature page hereof, or such other
address or facsimile number as such party may hereinafter specify for the
purpose of this Section to the party giving such notice.


 


All
notices, requests and other communications shall be deemed received on the date
of receipt by the recipient thereof if received prior to 5:00 p.m. in the
place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to
have been received until the next succeeding Business Day in the place of
receipt. Any notice, request or other written communication sent by facsimile
transmission shall be confirmed by certified mail, return receipt requested,
posted within one Business Day, or by personal delivery, whether courier or
otherwise, made within two Business Days after the date of such facsimile
transmissions.


 


Any
Person who becomes a Shareholder shall provide its address and fax number to
the Company, which shall promptly provide such information to each other
Shareholder.


 


Section 3.03.          Waiver; Amendment; Termination. (a)  No
provision of this Agreement (including any schedules, exhibits or annexes
hereto) may be waived except by an instrument in writing executed by the party
against whom the waiver is to be effective. No provision of this Agreement
(including any schedules, exhibits or annexes hereto) may be amended or
otherwise modified except by an instrument in writing executed by (i) the
Company, (ii) Shareholders holding at least 51% of the number of Common
Shares then held by all Shareholders, calculated


 


16





















 


on a
Fully-Diluted basis and (iii) Shareholders holding at least two-thirds of
the number of Preferred Shares then held by all Shareholders, in each case at
the time of such proposed amendment or modification.


 


(b)           This
Agreement (except for any provisions of Section 2.05 through Section 2.08
to the extent applicable to any party hereto) shall terminate upon the earliest
to occur of any one of the following:


 


(i)            the
date fixed for such termination by a separate written agreement signed by the
Company and Shareholders holding Company Securities representing at least 75%
of the number of Common Shares then held by all Shareholders, calculated on a
Fully-Diluted basis;


 


(ii)           October 11,
2011; and


 


(iii)          with
respect to any Shareholder, when such Shareholder ceases to own any Company
Securities.


 


Section 3.04.          Fees And Expenses. Except as otherwise provided
herein, each party will pay its own out-of-pocket costs and expenses incurred
in connection with the preparation of this Agreement, or any amendment or
waiver hereof, and the transactions contemplated hereby.


 


Section 3.05.          Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York, without regard to the conflicts of laws rules of such state.


 


Section 3.06.          Jurisdiction. The parties hereby
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in the United States
District Court for the Southern District of New York or any New York State
court sitting in New York City, so long as one of such courts shall have
subject matter jurisdiction over such suit, action or proceeding, and that any
case of action arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of New York, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient form. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 3.02 shall be deemed
effective service of process on such party.


 


Section 3.07.          Waiver Of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


17





















 


Section 3.08.          Specific Enforcement. Each party hereto acknowledges
that the remedies at law of the other parties for a breach or threatened breach
of this Agreement would be inadequate and, in recognition of this fact, any
party to this Agreement, without posting any bond, and in addition to all other
remedies that may be available, shall be entitled to obtain equitable relief in
the form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy that may then be available.


 


Section 3.09.          Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.


 


Section 3.10.          Entire Agreement. This Agreement
constitutes the entire agreement among the parties hereto and supersede all
prior and contemporaneous agreements and understandings, both oral and written,
among the parties hereto with respect to the subject matter hereof and thereof.


 


Section 3.11.          Captions. The captions herein are
included for convenience of reference only and shall be ignored in the
construction or interpretation hereof.


 


Section 3.12.          Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such a determination, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner so that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.


 


Section 3.13.          Consent To Amendment And Restatement Of Existing Shareholders’
Agreement; Effectiveness. (a)  By executing this
Agreement and effective immediately prior to the IPO Effective Time, those
Shareholders party to the Existing Shareholders’ Agreement hereby consent to
the amendment and restatement thereof as set forth herein. For avoidance of
doubt, the Existing Shareholders’ Agreement shall continue to be in full force
and effect until immediately prior to the IPO Effective Time.


 


(b)           The
Company shall indemnify any Investor participating in the Initial Public
Offering to the same extent as if such Investor were selling Registrable
Securities pursuant to its rights under Article 2 of this Agreement. In
addition, the Company shall pay all expenses (including Registration Expenses)
incurred by any Investor in connection with the Initial Public Offering or any
subsequent offering. This Section shall survive any termination of this
Agreement pursuant to Section 3.13(c)


 


(c)           If
at any time, the Initial Public Offering is abandoned, this Agreement shall
immediately terminate and have no effect, and the Existing Shareholders’
Agreement shall continue to be in full force and effect, without modification
except as may hereafter be provided.


 


[Balance of this page is intentionally left
blank]


 


18





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first above
written.


 


	
   

  	
  HEARTLAND PAYMENT SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bob Carr

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bob Carr

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  47 Hulfish Street, Suite 400

  Princeton, NJ 08452

  Attention: Robert H.B. Baldwin, Jr.

  Facsimile: 609-683-3815

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Dorsey & Whitney LLP

  250 Park Avenue

  New York, NY 10177

  Attention: Wesley C. Fredericks, Jr.

  Facsimile: 212-953-7201

  
					



 


19





















 


	
   

  	
  GREENHILL CAPITAL PARTNERS,

  L.P.

  
	
   

  	
  GREENHILL CAPITAL PARTNERS

  (CAYMAN), L.P 

  
	
   

  	
  GREENHILL CAPITAL PARTNERS

  (EXECUTIVES), L.P.

  
	
   

  	
  GREENHILL CAPITAL, L.P.

  
	
   

  	
   

  
	
   

  	
  By: GCP, L.P., as general partner of each

  of the foregoing partnerships

  
	
   

  	
  By: GCP 2000, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By: 

  	
     /s/ Robert H. Niehaus

  	
   

  
	
   

  	
  Name:

  	
  Robert H. Niehaus

  
	
   

  	
  Title:

  	
  Senior Member

  
	
   

  	
   

  
	
   

  	
  By: GCP Managing Partner, L.P., as

  managing general partner of each of the

  foregoing partnerships

  
	
   

  	
  By: Greenhill Capital Partners, LLC, its

  general partner 

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert H. Niehaus

  	
   

  
	
   

  	
  Name:

  	
  Robert H. Niehaus

  
	
   

  	
  Title:

  	
  Senior Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  Greenhill Capital Partners, L.P.

  300 Park Avenue, 23rd Floor

  New York, New York 10022

  Attention: Robert H. Niehaus

  Facsimile: 212-389-1700

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Davis Polk & Wardwell

  450 Lexington Avenue

  New York, New York 10017

  Attention: Nancy L. Sanborn

  Facsimile: (212) 450-3800

  
							



 


20





















 


	
   

  	
   

  	
  LLR EQUITY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LLR Capital, L.P. 

  
	
   

  	
   

  	
   

  	
  Its general partner, GCP, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  LLR Capital, LC

  
	
   

  	
   

  	
   

  	
   

  	
  Its general partner, GCP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
      /s/ Mitchell Hollin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Mitchell Hollin

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for notices:

  
	
   

  	
   

  	
  LLR Equity Partners, L.P.

  
	
   

  	
   

  	
  919 North Market Street, 2nd Floor

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Attention: Mitchell Hollin

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
  215-717-2270

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
  Pepper, Hamilton & Scheetz

  
	
   

  	
   

  	
  3000 Two Logan Square

  
	
   

  	
   

  	
  18th and Arch Streets

  
	
   

  	
   

  	
  Philadelphia, PA 19103

  
	
   

  	
   

  	
  Attention: James D. Epstein

  
	
   

  	
   

  	
  Facsimile: 215-981-4750

  
									



 


21





















 


	
   

  	
   

  	
  LLR EQUITY PARTNERS PARALLEL,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LLR Capital, L.P.

  
	
   

  	
   

  	
   

  	
  Its general partner, GCP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  LLR Capital, LC

  
	
   

  	
   

  	
   

  	
   

  	
  Its general partner, GCP, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
      /s/ Mitchell Hollin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Mitchell Hollin

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for notices:

  
	
   

  	
   

  	
  LLR Equity Partners, L.P.

  
	
   

  	
   

  	
  919 North Market Street, 2nd Floor

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Attention: Mitchell Hollin

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
  215-717-2270

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
  Pepper, Hamilton & Scheetz

  
	
   

  	
   

  	
  3000 Two Logan Square

  
	
   

  	
   

  	
  18th and Arch Streets

  
	
   

  	
   

  	
  Philadelphia, PA 19103

  
	
   

  	
   

  	
  Attention: James D. Epstein

  
	
   

  	
   

  	
  Facsimile: 215-981-4750

  
								



 


22





















 


	
   

  	
  CARR HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert O. Carr

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert O. Carr

  
	
   

  	
   

  	
  Its:

  	
  Member and Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  Carr Holdings, L.L.C.

  
	
   

  	
  82 Library Place

  
	
   

  	
  Princeton, NJ 08540

  
	
   

  	
  Attention: Robert O. Carr

  
	
   

  	
  Facsimile: (609)
  683-3815

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE ROBERT O. CARR 2001

  CHARITABLE REMAINDER UNITRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederick A. Nicoll

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frederick A. Nicoll

  
	
   

  	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  The Robert O. Carr 2001 Charitable

  
	
   

  	
  Remainder Unitrust

  
	
   

  	
  82 Library Place

  
	
   

  	
  Princeton, NJ 08540

  
	
   

  	
  Attention: Robert O. Carr

  
	
   

  	
  Facsimile: (609)
  683-3815

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donnie E. Lassiter

  	
   

  
	
   

  	
  DONNIE E. LASSITER

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  132 Batten Road

  
	
   

  	
  Selma, NC 27576

  
	
   

  	
  Attention: Don Lassiter

  
	
   

  	
  Facsimile: (919) 965-4662

  
							



 


23





















 


	
   

  	
  /s/ Linda Vann Lassiter

  	
   

  
	
   

  	
  LINDA VANN LASSITER

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  132 Batten Road

  
	
   

  	
  Selma, NC 27576

  
	
   

  	
  Attention: Don Lassiter

  
	
   

  	
  Facsimile: (919) 965-4662

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASSITER TRUST f/b/o SARA LYNN

  
	
   

  	
  LASSITER u/a/o JULY 20, 2000

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas White

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas White

  
	
   

  	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  132 Batten Road

  
	
   

  	
  Selma, NC 27576

  
	
   

  	
  Attention: Don Lassiter

  
	
   

  	
  Facsimile: (919) 965-4662

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASSITER TRUST f/b/o TRENTON VANN

  
	
   

  	
  LASSITER u/a/o JULY 20, 2000

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas White

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas White

  
	
   

  	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  132 Batten Road

  
	
   

  	
  Selma, NC 27576

  
	
   

  	
  Attention: Don Lassiter

  
	
   

  	
  Facsimile: (919) 965-4662

  
							



 


24





















 


	
   

  	
  UHLE LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Martin J. Uhle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Martin J. Uhle

  
	
   

  	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  1946 Wynwood Drive

  
	
   

  	
  Rocky River, Ohio 44116

  
	
   

  	
  Attention: Martin Uhle

  
	
   

  	
  Facsimile: (216) 532-1008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  B. TERRELL LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brooks Terrell

  	
   

  
	
   

  	
   

  	
  Name: Brooks Terrell

  
	
   

  	
   

  	
  Its: General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  2595 Dallas Parkway,
  Suite 310

  
	
   

  	
  Frisco, TX 75034

  
	
   

  	
  Attention: Brooks Terrell

  
	
   

  	
  Facsimile: (877) 225.7124

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert H.B. Baldwin, Jr.

  	
   

  
	
   

  	
  ROBERT H.B. BALDWIN, JR.

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
  68 Fitch Way

  
	
   

  	
  Princeton, NJ 08540

  
	
   

  	
  Attention: Robert H.B. Baldwin, Jr.

  
	
   

  	
  Facsimile: (609) 683-3815

  
							



 


25





















 


EXHIBIT A


 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


This
Joinder Agreement (this “Joinder Agreement”)
is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the
Registration Rights Agreement dated as of August 2, 2005 (the “Registration Rights Agreement”) among
Heartland Payment Systems, Inc. and the Shareholders party thereto, as the
same may be amended, amended and restated or otherwise modified from time to
time. Capitalized terms used, but not defined, herein shall have the meaning
ascribed to such terms in the Registration Rights Agreement.


 


The
Joining Party hereby acknowledges, agrees and confirms that, by its execution
of this Joinder Agreement, the Joining Party shall be deemed to be a party to
the Registration Rights Agreement as of the date hereof and shall have all of
the rights and obligations of a “Shareholder”
thereunder as if it had executed the Registration Rights Agreement. The Joining
Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of
the terms, provisions and conditions contained in the Registration Rights
Agreement.


 


IN
WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the
date written below.


 


Date:       [___________],
[____]


 


	
   

  	
  [NAME OF JOINING PARTY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices

  



 





















 


SCHEDULE 1.01


 


Part I


 


1.                                       Robert
O. Carr, held through: Carr Holdings, L.L.C. and the 2001 Charitable Remainder
Unitrust


 


2.                                       Donnie
E. Lassiter, held through:

(a) Donnie E. Lassiter, 

(b) Linda Vann Lassiter, 

(c) Thomas White, Trustee of the Lassiter Trust f/b/o/ Sara Lynn Lassiter
u/a/o/ July 20, 2000 (TIN #56-6567020) and

(d) Thomas White, Trustee of the Lassiter Trust f/b/o/ Trenton Vann
Lassiter u/a/o/ July 20, 2000 (TIN #56-6569321)


 


3.                                       Alan
M. Atkins, held through:

(a) Alan M. Atkins Trustee u/t/a/ dated September 22, 2000 and 

(b) Susan E. Atkins Trustee u/t/a/ dated September 22, 2000


 


4.                                       Barry
Welsch and Rayanne E. Welsch, held through: Welsch Holdings, LLC


 


5.                                       Brooks
Terrell, held through: B. Terrell Limited Partnership


 


6.                                       Martin
J. Uhle held through: Uhle Limited Partnership


 


7.                                       Robert
Baldwin


 


8.                                       Donald
L. Nighswonger and Susan K. Nighswonger, Joint Tenants with Rights of
Survivorship


 


9.                                       Wes
Williams


 


10.                                 Denise
A. Miller


 


11.                                 Joan
M. Herman


 


12.                                 Jeff
and Corrie Nichols, Jointly


 


13.                                 Sanford
Brown


 


14.                                 MCMJH
Limited Partnership


 


15.                                 Ross
Arthurs


 


16.                                 William
Sivitz


 


17.                                 Kenneth
or Jill Moss


 


18.                                 Michael
R. Amend and Laura A. Amend


 





















 


19.                                 Mark
Strippy


 


20.                                 Sherwood
Phillips


 


21.                                 Steve
Gamary


 


22.                                 Bob
Martin


 


23.                                 David
L. Morris and Lisa T. Morris, Jointly


 


24.                                 Keith
E. Birdsong


 


25.                                 John
Waldron


 


26.                                 Sanford
C. Brown


 


27.                                 Leslie
Chester


 


28.                                 Anne
C. Gordon


 


29.                                 Christina
L. Horvay


 


30.                                 Deborah
A. Holland


 


31.                                 Matthew
G. Given


 


32.                                 Brad
D. Williams


 


33.                                 Lisa
W. Boehnlein


 


34.                                 Robin
A. Palmer


 


35.                                 Teresa
L. Botkin


 


36.                                 David
A. Womack


 


37.                                 David
S. Hudasko


 


38.                                 Frank
F. Branham


 


39.                                 Philip
M. Hinke


 


40.                                 Richard
C. Phillips and Phung H. Phillips, Jointly


 


41.                                 Tamra
D. Harris


 


42.                                 Betsy
C. Boland


 


43.                                 Carrol
D. Heuser


 





















 


44.                                 Daniel
J. Kessler


 


45.                                 David
R. Porter, 11


 


46.                                 Duy
V. Tran


 


47.                                 Georgia
A. Haney


 


48.                                 Jeffrey
T. Windell


 


49.                                 Jennifer
A. Kula


 


50.                                 John
T. Presti


 


51.                                 Kristie
M. Haymaker


 


52.                                 Kurt
D. Abrams


 


53.                                 Elizabeth
Panganiban


 


54.                                 Marie
N. Dursin


 


55.                                 Polly
J. Thompson


 


56.                                 Tammy
L. Brady


 


57.                                 Timothy
D. Walter and Kenda S. Walter, Jointly


 


58.                                 Patricia
A. Anderson


 


59.                                 Amy
M. Fox


 


60.                                 Barbara
S. Valentine


 


61.                                 Brenda
G. Fitzpatrick and Joseph R. Fitzpatrick, Jointly


 


62.                                 Colleen
Kistner


 


63.                                 Donald
E. Dyer


 


64.                                 Donna
T. Harrison


 


65.                                 Gretchen
A. Deutsch-Leblanc


 


66.                                 Gretchen
A. Woods


 


67.                                 Helen
L. Murphy and Pamela Sue Carpenter and Patricia Ann Murphy, Jointly


 


68.                                 Joan
L. Aeppli


 





















 


69.                                 Leas
Hurl


 


70.                                 Lori
A. Valek


 


71.                                 Marilyn
S. Newman


 


72.                                 Melissa
G. Carroll


 


73.                                 Mindy
M. Muncy


 


74.                                 Monica
A. Benningfield


 


75.                                 Patty
S. Angermeier


 


76.                                 Patricia
R. Baumann and William P. Baumann, III, Jointly


 


77.                                 Robbin
E. Sellers


 


78.                                 Shannan
M. Struck


 


79.                                 Sheila
M. Payne


 


80.                                 Shurla
A. McManus


 


81.                                 Tammy
M. Copeland


 


82.                                 Theresa
M. Ruddell


 


83.                                 Beverly
A. Palmer


 


84.                                 Donna
S. Cochran


 


85.                                 Doris
J. Archer


 


86.                                 Jane
A. Smith


 


87.                                 Judith
A. Chase and Michael R. Chase, Jointly


 


88.                                 Kimberly
A. Balon


 


89.                                 Kimberly
J. Moore


 


90.                                 Mike
L. Hall


 


91.                                 Tiffany
A. Gordon


 


92.                                 Robert
Murphy


 


93.                                 June B.
Petrillo


 





















 


94.                                 Jason
C. Wadwell


 


95.                                 Gary
Froonjan


 


96.                                 Robert
J. Martin


 


97.                                 Stephen
J. Schwartz and Rhonda E. Schwartz


 


98.                                 Michael
L. Thomas


 


99.                                 Mark
A. Preece


 


100.                           Elizabeth
A. Swartout


 


101.                           Amy L. Welsch


 


102.                           Gregory
M. Welsch


 


103.                           California
Restaurant Association


 


104.                           Richard
Ross


 


105.                           Brett
Strum


 


106.                           Judy
Altenburg


 


107.                           Margaret
J. Sieck and Whitney H. Baldwin as Trustees for and Indenture created June 30,
2004


 


108.                           Patrick
Cahoon


 


109.                           Arthur
Altenburg


 


110.                           Muriel
Altenburg


 


111.                           Janice
Altenburg


 


112.                           Jeffrey
Altenburg


 


113.                           James
Altenburg


 


114.                           Robert
Michaels


 


115.                           Thomas
Sheridan


 


116.                           Erica
Pearce


 


117.                           Ronald
Prochak


 





















 


Part II


 


Greenhill
Capital Partners, L.P.


Greenhill
Capital Partners (Cayman), L.P.


Greenhill
Capital Partners, (Executives), L.P. Greenhill Capital, L.P.


LLR
Equity Partners, L.P.


LLR
Equity Partners Parallel, L.P.