exv4w2



 






EXHIBIT 4.2




AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




 









 





AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




     AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may hereafter be amended,
supplemented or modified, this “Agreement”), dated as of November 23, 2005, among DIRECTED
ELECTRONICS, INC. (together with its successors and assigns, the “Parent”); MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY (together with its successors and assigns, “MassMutual”); MASSMUTUAL
CORPORATE INVESTORS (together with its successors and assigns, “Corporate Investors”); MASSMUTUAL
PARTICIPATION INVESTORS (together with its successors and assigns, “Participation Investors,”
together with MassMutual and Corporate Investors, the “MassMutual Investors”); BANCBOSTON
INVESTMENTS, INC. (together with its successors and assigns “BBI,” collectively with the MassMutual
Investors, the “Warrant Investors”); 555 MADISON INVESTORS, LLC (“Madison”), HVB U.S. FINANCE, INC.
(“HVB,” together with Madison and their successors and assigns, the “Senior Lenders”); ISSA FAMILY
FOUNDATION (collectively, with the Senior Lenders, the “Other Investors”); and TRIVEST FUND II,
LTD., TRIVEST FUND III. L.P., TRIVEST EQUITY PARTNERS II, LTD., TRIVEST EQUITY PARTNERS III, L.P.,
TRIVEST PRINCIPALS FUND II, LTD., TRIVEST PRINCIPALS FUND III, L.P., TRIVEST FUND CAYMAN III, L.P.,
and TRIVEST-DEI CO-INVESTMENT FUND, LTD. (collectively, with their successors and assigns, the
“Trivest Investors”).



RECITALS




     WHEREAS, Parent (formerly DEI Holdings, Inc.), the Warrant Investors, Madison (formerly IBJ
Whitehall Capital Corporation), HVB (formerly Bank Austria Creditanstalt American Corporation), and
the Issa Family Foundation are parties to that certain Registration Rights Agreement, dated as of
December 21, 1999 (the “Original Agreement”);



     WHEREAS, pursuant to separate Securities Purchase Agreements (collectively, the “Securities
Purchase Agreement”), dated as of the date of the Original Agreement, between Parent and each of
the Warrant Investors, Parent sold to the Warrant Investors an aggregate of 404,632.15259 warrants
(the “Warrants”) to purchase Parent’s Class B Common Stock;



     WHEREAS, pursuant to separate Subscription Agreements (collectively, the “Senior Lender
Subscription Agreements”), dated as of the date of the Original Agreement, between Parent and each
of the Senior Lenders, Parent sold to the Senior Lenders an aggregate of 46,666.666 shares of
Parent’s Common Stock; and



     WHEREAS, pursuant to that certain Subscription and Shareholders’ Agreement (the “Issa
Subscription Agreement” and, together with the Senior Lender Subscription Agreements, the
“Subscription Agreements”), dated as of the date of the Original Agreement, among the Parent and
Darrell Issa and Katherine Issa, Parent sold to Darrell Issa and Katherine Issa an aggregate of
388,888.889 shares of Common Stock (the “Issa Shares”); and



     WHEREAS, Darrell Issa and Katherine Issa transferred all of the Issa Shares to the Issa
Family Foundation subsequent to the date of the Original Agreement; and



     WHEREAS, pursuant to Section 4.5 of the Original Agreement, the parties thereto desire to
amend the Original Agreement to, among other things, allow for the admission of the Trivest
Investors and the Issa Family Foundation as parties to the Original Agreement and to provide the
Trivest Investors and the Issa Family Foundation with certain rights relating to shares of Parent’s
Common Stock held by the Trivest Investors and by the Issa Family Foundation.



 









 





AGREEMENT




     NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the
parties hereto agree that the Original Agreement is amended and restated in its entirety to read as
follows:



1. REGISTRATION RIGHTS.




     1.1. Required Registration.



          (a) Filing of Registration Statement. Subject to Section 1.1(f), the Parent will,
upon the written request of either the MassMutual Investors, BBI, or the Trivest Investors given at
any time after one hundred eighty (180) days following the Initial Public Offering Date requesting
that the Parent effect the registration under the Securities Act of all or part of the Warrant
Holders Registrable Securities or the Trivest Registrable Securities and specifying the Warrant
Holders Registrable Securities or the Trivest Registrable Securities to be sold and the intended
method of disposition thereof, promptly give written notice of such requested registration to all
other holders of Warrant Holders Registrable Securities or Trivest Registrable Securities, and
thereupon will effect the registration (the “Required Registration”) under the Securities Act of:



                    (i) the Warrant Holders Registrable Securities or the Trivest Registrable Securities that the
Parent has been so requested to register by the MassMutual Investors, BBI, or the Trivest
Investors, as the case may be; and



                    (ii) all other Warrant Holders Registrable Securities or Trivest Registrable Securities that
the Parent has been requested to register by the holders thereof by written request given to the
Parent within thirty (30) days after the giving of such written notice by the Parent (which request
shall specify the Warrant Holders Registrable Securities or Trivest Registrable Securities to be
sold and the intended method of disposition of such Warrant Holders Registrable Securities or
Trivest Registrable Securities);


all to the extent required to permit the disposition (in accordance with the intended method
thereof as aforesaid) of the Warrant Holders Registrable Securities or Trivest Registrable
Securities so to be registered.




          (b) Time for Filing and Effectiveness. On or before the date which is ninety (90)
days after the request for such registration, the Parent shall file with the SEC the Required
Registration with respect to all Warrant Holders Registrable Securities or Trivest Registrable
Securities to be so registered, and shall cause such Required Registration to become effective as
promptly as practicable after the filing thereof, but in no event later than the day which is one
hundred eighty (180) days after the request for such registration.



          (c) Selection of Underwriters. If Warrant Holders Registrable Securities or Trivest
Registrable Securities that the Parent has been requested to register pursuant to a Required
Registration are to be disposed of in an underwritten public offering, the underwriters of such
offering shall be one or more underwriting firms of recognized standing selected by the Parent and
reasonably acceptable to the Warrant Investors and the Trivest Investors.



          (d) Inclusion of Other Securities. If the Parent shall propose to include in any
registration requested pursuant to Section 1.1(a) any Securities other than Warrant Holder
Registrable Securities or Trivest Registrable Securities (including, without limitation, those to
be issued and sold by the Parent), then such registration shall be deemed to occur under Section
1.2 (and not this Section 1.1) unless all of the Warrant Holder Registrable Securities and Trivest
Registrable Securities initially requested to be included in such registration are included and the
inclusion of Securities other than Warrant Holder Registrable Securities and Trivest Registrable
Securities does not reduce the price to the



2









 




public of the Warrant Holder Registrable Securities and Trivest Registrable Securities included in such registration.




          (e) Priority on Required Registrations. If the managing underwriter shall advise the
Parent in writing (with a copy to each holder of Warrant Holders Registrable Securities and Trivest
Registrable Securities requesting sale) that, in such underwriter’s opinion, the number of shares
requested to be included in such Required Registration exceeds the number that can be sold in such
offering within a price range acceptable to the Parent (such writing to state the basis of such
opinion and the approximate number of shares that may be included in such offering without such
effect), then the Warrant Holder Registrable Securities and the Trivest Registrable Securities to
be included in such registration shall be allocated among the holders of such Warrant Holder
Registrable Securities and Trivest Registrable Securities in proportion to the number of Warrant
Holder Registrable Securities and Trivest Registrable Securities each such holder shall have timely
requested to be included in such registration.



          (f) When Required Registration is Deemed Effected. A Required Registration pursuant
to this Section 1.1 shall not be deemed to have been effected for purposes of Section 1.1(g) hereof
if:



                    (i) the registration does not become effective and remain effective for a period of at least
one hundred eighty (180) days;



                    (ii) all the Warrant Holders Registrable Securities and the Trivest Registrable Securities
requested to be registered in connection therewith were not sold;



                    (iii) the holders of the Registrable Securities withdraw or otherwise terminate the
registration because they learn of a material adverse change in the condition (financial or
otherwise), business, performance, operations, properties or profits of the Parent or any of its
Subsidiaries from that known to such holders at the time of the initial request for the Required
Registration;



                    (iv) the Parent fails to comply with the provisions of this Agreement or any other agreement,
document or instrument relating to such Required Registration;



                    (v) the SEC issues any stop order with respect thereto, or any other order preventing or
suspending the use of any preliminary prospectus or prospectus; or the qualification of the
Registrable Securities for offering or sale in any jurisdiction is suspended; or proceedings for
any such purpose are initiated or threatened;



                    (vi) the Parent exercises its right to delay the Required Registration under any other
provision of this Agreement, including, without limitation, in respect of Section 1.10;



                    (vii) the MassMutual Investors, BBI, or the Trivest Investors, as the case may be, requesting
such registration withdraw their request for registration in its entirety at any time because such
holders reasonably believe that the registration statement or any prospectus related thereto
contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein (in the case of any prospectus, in
light of the circumstances under which they were made) not misleading, notified the Parent of such
fact and requested that the Parent correct such alleged misstatement or omission, and the Parent
has refused to correct such alleged misstatement or omission;



                    (viii) the holders withdraw or otherwise suspend or terminate the registration on account of
any event (such as the outbreak of war, any material adverse change in the financial or Securities
markets or in any political, financial, or economic conditions in the United States or other
calamity or crisis) on the basis of which underwriters in an underwritten public offering of
securities have the right to terminate their obligations under a customary underwriting agreement;
or



3









 





                    (ix) any other conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such Required Registration are not satisfied, other than
by reason of some act or omission by the holders of the Registrable Securities that were to have
been registered and sold.



          (g) Limitation on Number of Required Registrations. The Parent shall be required to
file and effect only three (3) Required Registrations pursuant to this Section 1.1 that are deemed
to have been effected under Section 1.1(f) hereof upon the request of the holder or holders of at
least fifty-one percent (51%) of the Warrant Holders Registrable Securities or at least fifty-one
percent (51%) of the Trivest Registrable Securities; provided that if for any reason less than all
of the Warrant Holder Registrable Securities or the Trivest Registrable Securities for which
registration has been requested may then be registered, then the Warrant Holders and the Trivest
Investors shall be entitled to one additional registration of Warrant Holder Registrable Securities
or Trivest Registrable Securities pursuant to Section 1.1(a) for such Warrant Holder Registrable
Securities or Trivest Registrable Securities for which registration has been requested but not
effected. The Parent shall not be required to effect any Required Registration unless the
aggregate offering price to the public for the Warrant Holder Registrable Securities and the
Trivest Registrable Securities to be included in the Required Registration is projected to be at
least Five Million Dollars ($5,000,000).



          (h) S-3 Registrations. In addition to the rights under Sections 1.1(a) and Section
1.2, so long as the Parent is then eligible to file a registration statement on Form S-3 (or any
successor form) under the Securities Act, then upon the written request by either the MassMutual
Investors, BBI, or the Trivest Investors, the Parent shall use its best efforts to effect the
registration (on such Form S-3 or any successor form) of the Registrable Securities of the holders
making such request; provided that the Parent shall not be obligated to effect any such
registration unless the reasonably anticipated price to the public of the Warrant Holder
Registrable Securities and the Trivest Registrable Securities to be registered and sold pursuant
thereto exceeds Two Million Dollars ($2,000,000). If so requested by either the Mass Mutual
Investors, BBI, or the Trivest Investors, the Parent shall take such steps as are required to
register such Warrant Holder Registrable Securities or Trivest Registrable Securities for sale on a
delayed or continuous basis under Rule 415 under the Securities Act and to keep such registration
effective for such period (but not longer than 90 days) as is necessary to permit the sale and
distribution of such Warrant Holder Registrable Securities or Trivest Registrable Securities
pursuant thereto. The Parent shall not be obligated to effect more than one registration requested
pursuant to this Section 1.1(h) during any period of six consecutive months, nor shall it be
obligated to effect any registration requested pursuant to this Section 1.1(h) within one hundred
eighty (180) days after the effective date of any registration in which the holders of Warrant
Holder Registrable Securities or Trivest Registrable Securities, shall have been permitted to
participate fully under Section 1.2.



     1.2. Incidental Registration.



          (a) Filing of Registration Statement. If the Parent at any time proposes to register any of its Common Stock or Rights (an “Incidental Registration”) under the Securities Act (other than pursuant to a registration
statement on Form S-4 or Form S-8 or any successor forms thereto, solely in connection with
Securities to be issued in a merger, acquisition of stock or assets of another Person or in a
similar transaction, or relating solely to Securities issued or to be issued under any employee
stock option or purchase plan), for sale in a Public Offering, it will each such time give prompt
written notice to all holders of Registrable Securities of its intention to do so. Upon the
written request of any such holder to include its shares under such registration statement (which
request shall be made within thirty (30) days after the receipt of any such notice and shall
specify the Registrable Securities intended to be disposed of by such holder), the Parent will
effect the registration of all Registrable Securities that the Parent has been so requested to
register by such holder; provided, however, that if, at any time after giving written notice of its
intention to register any Securities, the Parent shall determine for any reason not to register
such Securities or to delay or not complete that sale of any Securities covered by such
registration statement, the Parent may, at its election, give written notice of such determination
to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of



4









 




such Persons in connection with such registration, and may withdraw the filing or
effectiveness of such registration.




          (b) Selection of Underwriters. Notice of the Parent’s intention to register such
Securities shall designate the proposed underwriters of such offering (which shall be one or more
underwriting firms of recognized standing) and shall contain the Parent’s agreement, if requested
to do so, to arrange for such underwriters to include in such underwriting the Registrable
Securities that the Parent has been so requested to register pursuant to this Section 1.2, it being
understood that the holders of Registrable Securities shall have no right to select different
underwriters for the disposition of their Registrable Securities.



          (c) Priority on Incidental Registrations. If the managing underwriter shall advise
the Parent in writing (with a copy to each holder of Registrable Securities requesting sale) that,
in such underwriter’s opinion, the number of shares of Securities requested to be included in such
Incidental Registration exceeds the number that can be sold in such offering within a price range
acceptable to the Parent (such writing to state the basis of such opinion and the approximate
number of shares of Securities that may be included in such offering without such effect), the
Parent will be obligated to include in any such registration statement only such limited portion of
the Warrant Holder Registrable Securities and the Trivest Registrable Securities (which may be
none) as is determined in good faith by such underwriter; provided that if any Securities are being
offered for the account of any Person other than the Parent and the holders of Warrant Holder
Registrable Securities and the Trivest Registrable Securities, the reduction in the number of
Warrant Holder Registrable Securities and Trivest Registrable Securities included in such
registration (which reduction shall be allocated among the holders thereof requesting registration
in proportion to the respective number of Warrant Holder Registrable Securities and Trivest
Registrable Securities with respect to which each such holder has timely requested registration)
shall not represent a greater percentage of the amount of Warrant Holder Registrable Securities and
Trivest Registrable Securities originally requested to be registered and sold in such registration
than the lowest percentage reduction imposed upon any other Person.



          (d) Compliance with Hart-Scott-Rodino Act. If any holder of Registrable Securities
shall have elected to participate in an Incidental Registration pursuant to Section 1.2(a) and
shall have notified the Parent that it may be required to file a Notification and Report Form under
the Hart-Scott-Rodino Act in connection with the exercise of the Warrants held by such holder,
then, in such event, the Parent shall not consummate a sale of any Securities under such Incidental
Registration until the third (3rd) Business Day following the earlier to occur of:



               (i) the expiration of the applicable waiting period under the Hart-Scott-Rodino Act; and



               (ii) the early termination thereof;


in each such case, so as to permit the lawful exercise of the Warrants held by such holder prior to
the consummation of such sale under such Incidental Registration. Notwithstanding the foregoing,
if there shall be a request for further information or any applicable governmental or regulatory
authority shall have restrained, enjoined or prohibited or threatened to restrain, enjoin or
prohibit the exercise of any of the Warrants, the Parent may nevertheless consummate any sale of
any Securities under such Incidental Registration at any time.




     1.3. Registration Procedures. The Parent will use its best efforts to effect each
Registration, and to cooperate with the sale of such Registrable Securities in accordance with the
intended method of disposition thereof as quickly as practicable, and the Parent will as
expeditiously as possible:



          (a) subject, in the case of an Incidental Registration, to the proviso to Section 1.2(a),
prepare and file with the SEC the registration statement and use its best efforts to cause the
Registration to become effective; provided, however, that before filing any registration statement
or prospectus or any amendments or supplements thereto, the Parent will furnish to the holders of
the Registrable Securities



5









 




covered by such registration statement, their counsel, and the
underwriters, if any, and their counsel, copies of all such documents proposed to be filed a
reasonable time (which, in the case of any original registration statement, shall be at least
fifteen (15) days) prior thereto, which documents will be subject to the reasonable review, within
such period, of such holders, their counsel and the underwriters; and the Parent will not file any
registration statement or amendment thereto or any prospectus or any supplement thereto to which
the Requisite Holders shall reasonably object in writing within such period;




          (b) subject, in the case of an Incidental Registration, to the proviso to Section 1.2(a),
prepare and file with the SEC such amendments and post-effective amendments to any registration
statement and any prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period not to exceed 180 days and to comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities
covered by such registration statement; and cause the prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act;



          (c) furnish to each holder of Registrable Securities included in such Registration and the
underwriter or underwriters, if any, without charge, at least one signed copy of the registration
statement and any post-effective amendment thereto, upon request, and such number of conformed
copies thereof and such number of copies of the prospectus (including each preliminary prospectus
and each prospectus filed under Rule 424 under the Securities Act), any amendments or supplements
thereto and any documents incorporated by reference therein, as such holder or underwriter may
reasonably request in order to facilitate the disposition of the Registrable Securities being sold
by such holder (it being understood that the Parent consents to the use of the prospectus and any
amendment or supplement thereto by each holder of Registrable Securities covered by such
registration statement and the underwriter or underwriters, if any, in connection with the offering
and sale of the Registrable Securities covered by the prospectus or any amendment or supplement
thereto);



          (d) notify each holder of the Registrable Securities of any stop order or other order
suspending the effectiveness of any registration statement, issued or threatened by the SEC in
connection therewith, and take all reasonable actions required to prevent the entry of such stop
order or to remove it or obtain withdrawal of it at the earliest possible moment if entered;



          (e) if requested by the managing underwriter or underwriters, if any, or any holder of
Registrable Securities in connection with any sale pursuant to a registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such information relating to
such underwriting as the managing underwriter or underwriters, if any, or such holder reasonably
requests to be included therein; and make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable after being notified of the matters incorporated in
such prospectus supplement or post-effective amendment;



          (f) on or prior to the date on which a Registration is declared effective, use its best
efforts to register or qualify, and cooperate with the holders of Registrable Securities included
in such Registration, the underwriter or underwriters, if any, and their counsel, in connection
with the registration or qualification of the Registrable Securities covered by such Registration
for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of
the United States as any such holder or the managing underwriter, if any, reasonably requests in
writing; use its best efforts to keep each such registration or qualification effective, including
through new filings, or amendments or renewals, during the period such registration statement is
required to be kept effective; and do any and all other acts or things necessary or advisable to
enable the disposition in all such jurisdictions reasonably requested of the Registrable Securities
covered by such Registration; provided, however, that the Parent will not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process or required to submit to liability for
state or local taxes in any such jurisdiction where it is not then so subject;



          (g) in connection with any sale pursuant to a Registration, cooperate with the holders of
Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely



6









 




preparation and delivery of certificates (not bearing any restrictive legends) representing
Securities to be sold under such Registration, and enable such Securities to be in such
denominations and registered in such names as the managing underwriter or underwriters, if any, or
such holders may request;




          (h) use its best efforts to cause the Registrable Securities to be registered with or approved
by such other governmental agencies or authorities within the United States and having jurisdiction
over the Parent or any Subsidiary as may reasonably be necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the disposition of such
Securities;



          (i) enter into such agreements (including underwriting agreements in customary form) and take
such other actions as the Requisite Holders shall reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities;



          (j) use its best efforts to obtain:



                    (i) at the time of effectiveness of each Registration, a “comfort letter” from the Parent’s
independent certified public accountants covering such matters of the type customarily covered by
“cold comfort letters” as the Requisite Holders and the underwriters reasonably request; and



                    (ii) at the time of any underwritten sale pursuant to the registration statement, a
“bring-down comfort letter,” dated as of the date of such sale, from the Parent’s independent
certified public accountants covering such matters of the type customarily covered by comfort
letters as the Requisite Holders and the underwriters reasonably request;



          (k) use its best efforts to obtain, at the time of effectiveness of each Registration and at
the time of any underwritten sale pursuant to each Registration, an opinion or opinions, favorable
to the Requisite Holders in form and scope, from counsel for the Parent in customary form;



          (l) notify each seller of Registrable Securities covered by such Registration, upon discovery
that, or upon the discovery of any event as a result of which, the prospectus included in such
Registration, as then in effect, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein not
misleading, and promptly prepare, file with the SEC and furnish to such seller or holder a
reasonable number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such
Securities, such prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they are made;



          (m) otherwise comply with all applicable rules and regulations of the SEC, and make generally
available to its security holders (as contemplated by Section 11(a) under the Securities Act) an
earning statement satisfying the provisions of Rule 158 under the Securities Act no later than
ninety (90) days after the end of the twelve (12) month period beginning with the first month of
the Parent’s first fiscal quarter commencing after the effective date of the registration
statement, which statement shall cover said twelve (12) month period;



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



          (o) use its best efforts to cause all Registrable Securities covered by each Registration to
be listed subject to notice of issuance, prior to the date of first sale of such Registrable
Securities pursuant to such Registration, on each securities exchange on which the Common Stock is
then listed; and, if the Common Stock is not so listed, to use its best efforts to cause all
Registrable Securities covered by each Registration to be designated as National Market System
Securities, if the



7









 




Common Stock is so designated (and, if the Common Stock is listed on the NASDAQ
National Market or the NASDAQ SmallCap Market, to cause all Registrable Securities covered by each
Registration to be so listed); and, if the Common Stock is not so designated, to arrange for at
least two market makers to register with the NASD as such with respect to such Registrable
Securities.



The Parent may require each holder of Registrable Securities that will be included in such
Registration to furnish the Parent with such information in respect of such holder of its
Registrable Securities and, if the Securities are not being offered in an underwritten offering,
the proposed plan of distribution by such holder, that will be included in such Registration as the
Parent may reasonably request in writing to assure compliance with applicable laws or regulations.




     1.4. Reasonable Investigation. The Parent shall follow procedures customarily
observed by issuers in Public Offerings, and accord to the holders of Registrable Securities and
the managing underwriters with respect to such offering, as the case may be, all rights customarily
accorded to selling stockholders in secondary distributions and to managing underwriters if the
transaction in question is or was an underwritten Public Offering, in each such case, as shall be
reasonably necessary, in the opinion of such holder or such underwriter, to enable it to conduct a
“reasonable investigation” within the meaning of Section 11(b)(3) of the Securities Act and to
satisfy the requirement of reasonable care imposed by Section 12(a)(2) of the Securities Act.



     1.5. Registration Expenses. The Parent will pay all Registration Expenses in
connection with each registration of Registrable Securities, including, without limitation, any
such registration not effected by the Parent, except:



          (a) for those related exclusively to a registration proceeding begun pursuant to Section
1.1(a) or Section 1.1(h), the request of which has been subsequently withdrawn by the holders of
a majority of the Warrant Holders Registrable Securities and the Trivest Registrable
Securities requested to be registered (other than a Permitted Withdrawn Proceeding); or



          (b) to the extent that such Registration Expenses relate to any Registrable Securities
requested to be included in any registration proceeding begun pursuant to Section 1.2, the request
of which has been withdrawn by the holders of a majority of the Registrable Securities requested to
be sold and registered (other than a Permitted Withdrawn Proceeding);


in either of which cases, such Registration Expenses shall be borne by the holders of Registrable
Securities requesting or causing such withdrawal, and, in any such case, such holders shall
reimburse the Parent for all Registration Expenses reasonably paid or incurred by the Parent in
connection with such withdrawn registration proceeding prior to such withdrawal. The holders of
Registrable Securities shall pay their respective Selling Expenses pro rata on the basis of the
Registrable Securities so registered and sold by such holders.




1.6. Indemnification; Contribution.




          (a) Indemnification by the Parent. The Parent shall indemnify, to the fullest extent
permitted by law, each holder of Registrable Securities, its officers, directors and agents, if
any, and each Person, if any, who controls such holder within the meaning of Section 15 of the
Securities Act, and each underwriter, its officers, directors and agents, if any, and each Person,
if any, who controls such underwriter within the meaning of Section 15 of the Securities Act,
against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses
(under the Securities Act or common law or otherwise), joint or several, resulting from any
violation by the Parent of the provisions of the Securities Act or any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or prospectus (and as
amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of any prospectus, in light of the
circumstances under which they were made) not misleading, except to the extent that such losses,
claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any



8









 




untrue statement or alleged untrue statement contained in or by any omission or alleged omission
from information concerning any holder furnished in writing to the Parent by such holder expressly
for use therein. If the offering pursuant to any registration statement provided for under this
Section 1 is made through underwriters, no action or failure to act on the part of such
underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable
Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable
Securities or any other Person pursuant to the preceding sentence. If Parent shall indemnify in a
separate Underwriting Agreement any of the parties set forth in this Section 1.6(a), then the
provisions of such Underwriting Agreement shall control and this Section 1.6(a) shall not apply as
to any such parties with respect to that Public Offering.




          (b) Indemnification for Controlling Person Liability. In addition to the
indemnification provided for in Section 1.6(a), the Parent shall indemnify each holder of
Registrable Securities, its officers, directors, partners and agents, if any, and each Person, if
any, who controls such holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against all losses, claims, damages, liabilities (or proceedings in respect
thereof) and expenses, joint or several, in each case, under the Securities Act, the Exchange Act,
common law or otherwise, resulting from:



                    (i) any violation by the Parent of the provisions of the Securities Act or the Exchange Act;



                    (ii) any untrue statement or alleged untrue statement of a material fact contained in any
registration statement or amendment thereto or prospectus (and as amended or supplemented if
amended or supplemented) or any preliminary prospectus or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of any prospectus, in light of the circumstances under which they
were made) not misleading, whether or not, in each such case, the registration statement or
amendment thereto or prospectus (or amendment or supplement thereto) or preliminary prospectus
related or relates to any offering or sale of Registrable Securities by any holder; and



                    (iii) any other untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact necessary to make the statements in any document issued
or delivered to any purchaser or potential purchaser or filed with the SEC pursuant to Section 13
or Section 15(d) of the Exchange Act (in light of the circumstances under which they were made) not
misleading, in each case, in connection with any offering or sale of Securities of the Parent by
any Person, whether or not such Securities offered or sold are or were registered or required to be
registered under the Securities Act;


in each such case, to the extent that such losses, claims, damages, liabilities (or proceedings in
respect thereof) and expenses, joint or several, are alleged to result from or exist by virtue of
the fact that any holder of Registrable Securities controls or is alleged to control (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Parent or any
Subsidiary or Affiliate, whether such claim or allegation arises under Section 15 of the Securities
Act or Section 20 of the Exchange Act or otherwise; provided, however, that such indemnification
shall not extend to losses, claims, damages, liabilities (or proceedings in respect thereof) or
expenses caused by any untrue statement or alleged untrue statement contained in or by any omission
or alleged omission from information furnished in writing to the Parent by such holder expressly
for use therein, or from any such information provided by an underwriter selected by the holders or
any of them.




          (c) Indemnification by the Holders. In connection with any registration statement in
which a holder of Registrable Securities is participating, each such holder, severally and not
jointly, shall indemnify, to the fullest extent permitted by law, the Parent, each underwriter (if
the underwriter so requires) and their respective officers, directors and agents, if any, and each
Person, if any, who controls the Parent or such underwriter within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect
thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material
fact or any omission or alleged omission of a material fact required to be stated in the
registration statement or prospectus or preliminary prospectus or any



9









 




amendment thereof or
supplement thereto or necessary to make the statements therein (in the case of any prospectus, in
light of the circumstances under which they were made) not misleading, but only to the extent that
such untrue statement is contained in or such omission is from information so concerning a holder
furnished in writing by such holder expressly for use therein; provided, however, that such
holder’s obligations hereunder shall be limited to an amount equal to the proceeds to such holder
of the Registrable Securities sold pursuant to such registration statement.




          (d) Control of Defense. Any Person entitled to indemnification under the provisions
of this Section 1.6 shall give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying parties may exist in
respect of such claim, permit such indemnifying party to assume the defense of such claim at the
expense of such indemnifying party, with counsel reasonably satisfactory to the indemnified party.
If such defense is so assumed, such indemnifying party shall not be liable to such indemnified
party for any legal fees and expenses subsequently incurred by such indemnified party in connection
with the defense thereof, other than reasonable fees of liaison with counsel so selected by the
indemnifying party. Neither the indemnified party nor the indemnifying party
shall enter into any settlement without the consent of the other party (which consent shall
not be unreasonably withheld if such settlement does not attribute liability to such other party);
and any underwriting agreement entered into with respect to any registration statement provided for
under this Section 1 shall so provide, if required by the underwriter. In the event an
indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such
indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or
firm of counsel for all parties indemnified by such indemnifying party in respect of such claim,
unless in the reasonable judgment of any such indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties in respect to such claim,
in which case the indemnifying party shall not be obligated to pay the fees and expenses of more
than one counsel for such indemnified party.



          (e) Contribution. If for any reason the foregoing indemnity is unavailable, then the
indemnifying party shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages, liabilities or expenses:



                    (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other; or



                    (ii) if the allocation provided by clause (i) above is not permitted by applicable law or
provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such
proportion as is appropriate to reflect not only the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other but also the relative fault of the
indemnifying party and the indemnified party as well as any other relevant equitable
considerations.


Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute
any amount in excess of the amount such holder would have been required to pay to an indemnified
party if the indemnity under Section 1.6(b) hereof was available. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The
obligation of any Person to contribute pursuant to this Section 1.6(e) shall be several and not
joint.




          (f) Timing of Payments. Each indemnifying party, as an interim measure during the
pendency of any claim, action, investigation, inquiry or proceeding arising out of or based upon
any matter or subject for which indemnity (or contribution in lieu thereof) may be available to any
indemnified party under this Section 1.6, will, subject to Section 1.6(d), promptly reimburse each
indemnified party, as often as invoiced therefor (but in no event more often than monthly) for all
reasonable legal or other expenses incurred in connection with the investigation or defense of any
such claim, action, investigation, inquiry or proceeding, notwithstanding the absence of any
judicial determination as to the propriety or enforceability of the indemnifying party’s obligation
to reimburse the indemnified party for such expenses



10









 




and notwithstanding the possibility that the
obligations to pay such expenses might later have been held to be improper by a court of competent
jurisdiction. To the extent that any such interim reimbursement is held to be improper, the
indemnified party agrees to promptly return the amount so advanced to the indemnifying party,
together with interest, compounded monthly, at the prime rate (or other commercial lending rate for
borrowers of the highest credit standing) listed from time to time in The Wall Street Journal. Any
such interim reimbursement payments which are not made to the indemnified party within thirty (30)
days of a request therefor shall bear interest at such prime rate from the date of such request.
To the extent required by any underwriter in connection with the execution of any underwriting
agreement pursuant to which the holders of Registrable Securities shall be selling any shares of
Common Stock, the Parent shall agree to advancement of the expenses of such underwriter to at least
the same extent as provided in this Section 1.6.




          (g) Survival. The indemnity and contribution agreements contained in this Section 1.6 shall remain in
full force and effect regardless of any investigation made by or on behalf of a participating
holder of Registrable Securities, its officers, directors, agents or any Person, if any, who
controls such holder as aforesaid, and shall survive the transfer of such Securities by such
holder.



     1.7. Holdback Agreements; Registration Rights to Others.



          (a) If the Parent shall at any time register Securities under the Securities Act (including,
without limitation, any registration relating to the Parent’s initial Public Offering or any
registration pursuant to this Section 1) for offer or sale to the public, then none of the holders
of Registrable Securities shall make any short sale of, grant an option for the transfer of, or
otherwise transfer, any Registrable Securities (other than:



                    (i) for the public sale of those Registrable Securities included in and sold pursuant to such
registration in accordance with this Section 1; or



                    (ii) in a private sale to a transferee who agrees to the restrictions in this Section 1.7(a));


without the prior written approval of the Parent for such reasonable period (but in no event longer
than one hundred eighty (180) days following the effective date of the related registration
statement) as may be designated in writing to the holders of Registrable Securities by the Parent,
or, if the Registration shall be, in whole or in part, an underwritten offering, the managing
underwriters; provided that, no such holder of Registrable Securities shall be required to make
such agreement unless all of the Trivest Investors are subject to the same restrictions.




          (b) In addition to the restriction contained in Section 1.7(a), each holder of Registrable
Securities shall execute any restrictive agreement or “lock-up” agreement that any underwriter
engaged by the Parent in connection any underwritten Public Offering shall reasonably request;
provided that:



                    (i) the restrictive or “lock-up” period thereunder is not more than one hundred eighty (180)
days after the effective date of the registration statement for which such restrictive agreement or
“lock-up” agreement is sought; and



                    (ii) no such holder of Registrable Securities shall be required to make such agreement unless
all of the Trivest Investors are subject to the same restriction.



          (c) The Parent may impose stop-transfer instructions with respect to the Registrable
Securities until the end of any restrictive period provided for pursuant to this Section 1.7.



11









 





          (d) If the Parent shall at any time after the date hereof provide to any Other Stockholder or
other holder of Securities of the Parent rights with respect to the registration of such Securities
under the Securities Act:



                    (i) such rights shall not be in conflict with or adversely affect any of the rights provided
in this Section 1 to the holders of Registrable Securities; and



                    (ii) if such rights are provided on terms or conditions more favorable to such holder than the
terms and conditions provided in this Section 1, the Parent will provide (by way of amendment to
this Section 1 or otherwise) such more favorable terms or conditions to the holders of Registrable
Securities.



     1.8. Other Registration of Common Stock. If any shares of Common Stock required to be reserved for purposes of exercise of Warrants
or conversion of any class of Common Stock into any other class of Common Stock require
registration with or approval of any governmental authority under any federal or state law (other
than the Securities Act) before such shares may be issued upon conversion, the Parent will, at its
expense and as expeditiously as possible, use its best efforts to cause such shares to be duly
registered or approved, as the case may be.



     1.9. Availability of Information. At any time that any class of the Common Stock is
registered under Section 12(b) or Section 12(g) of the Exchange Act, the Parent will comply with
the reporting requirements of Sections 13 and 15(d) of the Exchange Act (whether or not it shall be
required to do so pursuant to such Sections) and will comply with all other public information
reporting requirements of the SEC from time to time in effect. In addition, the Parent shall file
such reports and information, and shall make available to the public and to the Warrant Investors
and the Trivest Investors such information, as shall be necessary to permit such holders to offer
and sell Issuable Shares pursuant to the provisions of Rules 144 and 144A promulgated under the
Securities Act. The Parent will also cooperate with each such holder in supplying such information
as may be necessary for such holder to complete and file any information reporting forms presently
or hereafter required by the SEC as a condition to the availability of an exemption from the
registration provisions of the Securities Act in connection with the sale of any Issuable Shares.
The Parent will furnish to each such holder or file via the EDGAR system, promptly upon their
becoming available, copies of all financial statements, reports, notices and proxy statements sent
or made available generally by the Parent to its stockholders, and copies of all regular and
periodic reports and all registration statements and prospectuses filed by the Parent with any
securities exchange or with the SEC.



     1.10. Limitations on Registration Rights.



          (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent may delay
the filing or effectiveness of a registration statement under Section 1.1(a) or Section 1.1(h), as
applicable, for such time as may be reasonably required by the Parent:



                    (i) to obtain such audited and unaudited financial statements as may be required by law to be
included in the registration statement; provided that the Parent shall use its best efforts to
obtain such financial statements as promptly as practicable; or



                    (ii) if the Parent’s board of directors believes that the offering of Registrable Securities
pursuant thereto would materially interfere with or be materially detrimental to a planned offering
by the Parent of any of the Parent’s Securities.


Without derogation to the foregoing, the Parent may also delay the filing or effectiveness of a
registration statement under Section 1.1(h) for such time as may reasonably be required by the
Parent at any time when the Parent would be required to disclose in such registration statement
material information that it would not otherwise be required to disclose in its filings with the
SEC pursuant to the Exchange Act and that it has not disclosed in such filings with the SEC;
provided that the Parent will disclose such material




12









 




information as promptly as it may be
practically do so unless disclosure thereof would either interfere with or be detrimental to any
transaction in which the Parent is then seeking or proposing to enter or conclude or violate any
agreement between the Parent and any other Person.




          (b) If during any period when a registration statement covering Registrable Securities filed
pursuant to Section 1.1(a) or Section 1.1(h) is effective, the Parent proposes to file a
registration statement on Forms S-1 or S-4 (or any of their respective successor forms), then the
Parent shall have the right to terminate the effectiveness of the registration statement covering
such Registrable Securities; provided that the Parent shall, within forty-five (45) days thereof,
prepare and file, a registration statement (the “Parent Registration Statement”) covering the
Registrable Securities sought to be registered by the Parent and the Registrable Securities for
which such effective registration statement is filed. In any such event, the participating holders shall include such
Registrable Securities in or with the Parent Registration Statement. If the Parent does not file a
Parent Registration Statement within such forty-five (45) day period, then the holders of Warrant
Holders Registrable Securities and Trivest Registrable Securities shall have one additional right
to require registration under Section 1.1(a) or Section 1.1(h), whichever was applicable to the
registration statement terminated pursuant to this Section 1.10(b).



          (c) Notwithstanding anything to the contrary contained in this Agreement, the Parent may delay
the filing or effectiveness of, or may withdraw, any Incidental Registration at any time for any
reason whatsoever, but, notwithstanding anything to the contrary contained herein, the Parent shall
be and remain obligated to pay all Registration Expenses and Selling Expenses, if any, incurred in
connection therewith.



          (d) Notwithstanding the foregoing, the Parent shall not be entitled to delay the filing or
effectiveness of any registration statements(s) initially requested pursuant to Section 1.1(a) or
Section 1.1(h) for more than an aggregate of ninety (90) days during any period of twelve (12)
consecutive months or on more than two (2) occasions in the aggregate.



2. OTHER AGREEMENTS.




     2.1. Legending of Certificates. Each certificate representing any Registrable
Securities shall bear the following legend:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED AS OF NOVEMBER 23, 2005,
THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. A COPY OF SUCH
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FROM THE PARENT UPON
REQUEST.”



     2.2. Termination of Restrictions. Each and all of the provisions of this Agreement
shall terminate immediately as to any Issuable Shares (but this Agreement shall remain in force
with respect to any remaining Issuable Shares) at such time as such Issuable Shares cease to be
Registrable Securities. Notwithstanding the foregoing, the provisions of Section 1.5, Section 1.6,
Section 4.6 and Section 4.7 shall survive any cessation of the Issuable Shares covered thereby to
be Registrable Securities.



     Whenever Issuable Shares shall cease to be Registrable Securities, the holder thereof shall be
entitled to receive from the Parent, without expenses (other than transfer taxes, if any), new
Issuable Shares of like tenor not bearing any restrictive legends.



13









 





3. INTERPRETATION OF THIS AGREEMENT.




     3.1. Certain Defined Terms. For the purpose of this Agreement, the following terms
shall have the meanings set forth below or set forth in the Section following such term:



     Affiliate - means, at any time, a Person (other than a Subsidiary, Warrant Investor, Trivest
Investor, or Other Investor):



          (a) that directly or indirectly through one or more intermediaries controls, or is controlled
by, or is under common control with, the Parent;



          (b) that beneficially owns or holds five percent (5%) or more of any class of the Voting Stock
of the Parent; or



          (c) five percent (5%) or more of the Voting Stock (or in the case of a Person that is not a
corporation, five percent (5%) or more of the equity interest) of which is beneficially owned or
held by the Parent or a Subsidiary;


at such time.



As used in this definition,





     Control - means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.



     Agreement - the introductory paragraph.



     HVB - the introductory paragraph.



     BBI - the introductory paragraph.



     Business Day - means a day other than a Saturday, a Sunday or a day on which banks in the
State of New York are required or permitted by law (other than a general banking moratorium or
holiday for a period exceeding four (4) consecutive days) to be closed.



     Class A Common Stock - means the Class A Common Stock, par value $0.01 per share, of the
Parent.



     Class B Common Stock - means the Class B Common Stock, par value $0.01 per share, of the
Parent.



     Common Stock - means, collectively, the Class A Common Stock and the Class B Common Stock or
any common stock of the Parent into which any such Common Stock may be reclassified, recapitalized,
or converted.



     Corporate Investors - the introductory paragraph.



     Exchange Act - means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     Hart-Scott-Rodino Act - means 18 U.S.C. § 18a, together with each and every related provision
of the Clayton Act, as amended; the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended; and the rules and regulations of the Federal Trade Commission promulgated thereunder
(including, without limitation, 16 C.F.R. §§ 801-803).



14









 





     Incidental Registration - Section 1.2 hereof.



     Indemnified Party - Section 4.8 hereof.



     Initial Public Offering Date - means the first date upon which Common Stock shall have been
issued or sold pursuant to an underwritten public offering (whether on a firm commitment basis or a
best efforts basis if such best efforts are successful) thereof pursuant to an effective
registration statement filed with the SEC pursuant to the Securities Act.



     Issa Shares — the recitals.



     Issa Subscription Agreement - the recitals.



     Issuable Share - means and includes at any time,



          (a) a share of issued and outstanding Common Stock; and



          (b) a Right (including, without limitation, a Warrant), and (without duplication) all shares
of Common Stock issuable upon exercise of such Right, in each case at such time.


For purposes of this definition of “Issuable Share”, a Right to acquire one share of Common Stock
shall constitute one Issuable Share, and a Person shall be deemed to own an Issuable Share if such
Person has a Right to acquire such share whether or not such Right is exercisable at such time.




     Madison - the introductory paragraph.



     MassMutual - the introductory paragraph.



     MassMutual Investors - the introductory paragraph.



     NASD - means the National Association of Securities Dealers, Inc.



     NASDAQ - means the NASDAQ Stock Market, Inc.



     NASDAQ National Market - has the meaning ascribed thereto in Rule 4200(r) of the NASDAQ.



     NASDAQ SmallCap Market - has the meaning ascribed thereto in Rule 4200(t) of the NASDAQ:



     Other Investors - the introductory paragraph.



     Other Investors Registrable Securities - means, at any time:



          (a) any shares of Common Stock issued to the Other Investors pursuant to the Subscription
Agreements;



          (b) any shares of Common Stock issuable upon the conversion of any such shares of Common Stock
issued to the Other Investors pursuant to the Subscription Agreements; and



          (c) any other Securities into which any such shares (whether issued or issuable) may be
reclassified, recapitalized or converted or into which any such shares (whether issued or issuable)
may have been exchanged.



     As to any particular Other Investors Registrable Securities once issued, such Securities shall
cease to be Other Investors Registrable Securities:



15









 





                    (i) when a registration statement with respect to the sale of such Securities shall have
become effective under the Securities’ Act and such Securities shall have been disposed of in
accordance with such registration statement;



                    (ii) when they shall have been distributed to the public pursuant to Rule 144 (or any
successor provision) under the Securities Act;



                    (iii) when they shall have been otherwise transferred and subsequent disposition of them shall
not require registration or qualification under the Securities Act or any similar state law then in
force; or



                    (iv) when they shall have ceased to be outstanding.



     Other Stockholders - means and includes, at any time, all holders of Issuable Shares at such
time, other than the Warrant Investors, the Trivest Investors, and the Other Investors.



     Parent - the introductory paragraph.



     Parent Registration Statement - Section 1.10(b).



     Participation Investors - the introductory paragraph.



     Permitted Withdrawn Proceeding - means a Registration withdrawn, suspended or terminated by
holders of Registrable Securities for or on account of any of the reasons enumerated in any of
Section 1.1(f)(iii), Section 1.1(f)(iv), Section 1.1(f)(v), Section 1.1(f)(vi), Section 1.1(f)(vii)
or Section 1.1(f)(viii).



     Person - means an individual, partnership, corporation, limited liability company, trust,
unincorporated organization, or a government or agency or political subdivision thereof.



     Public Offering - shall mean, with respect to any Issuable Shares, any sale in a transaction
either registered under, or requiring registration under, Section 5 of the Securities Act.



     Registrable Securities - means the Warrant Holders Registrable Securities, the Trivest
Registrable Securities and the Other Investors Registrable Securities.



     Registration - means each Required Registration and each Incidental Registration.



     Registration Expenses - means all expenses incident to the Parent’s performance of or
compliance with Section 1.1 through Section 1.4, inclusive, including, without limitation:



          (a) all registration and filing fees;



          (b) fees and expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities);



          (c) expenses of printing certificates for the Registrable Securities in a form eligible for
deposit with Depositary Trust Company;



          (d) messenger and delivery expenses;



          (e) internal expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties);



16









 





          (f) fees and disbursements of counsel for the Parent and its independent certified public
accountants (including the expenses of any management review, cold comfort letters or any special
audits required by or incident to such performance and compliance);



          (g) securities acts liability insurance (if the Parent elects to obtain such insurance);



          (h) the reasonable fees and expenses of any special experts retained by the Parent in
connection with such registration;



          (i) fees and expenses of other Persons retained by the Parent; and



          (j) fees and expenses of one counsel for holders of Registrable Securities, selected by the
Requisite Holders;


but not including any Selling Expenses.




     Required Holders - means, at any time, the Warrant Investors, the Trivest Investors, the Other
Investors and the Parent.



     Required Registration - Section 1.1(a).



     Requisite Holders - means, with respect to:



          (a) any Required Registration or proposed Required Registration initiated by the MassMutual
Investors, the MassMutual Investors;



          (b) any Required Registration or proposed Required Registration initiated by BBI, BBI;



          (c) any Required Registration or proposed Required Registration initiated by the Trivest
Investors, the Trivest Investors; and



          (d) any Incidental Registration or proposed Incidental Registration, the holder or holders
(other than the Parent or any Affiliate or Subsidiary) holding a majority of the shares of
Registrable Securities (excluding any shares of Registrable Securities directly or indirectly held
by the Parent or any Affiliate or Subsidiary) to be so registered.



     Right - means and includes any warrant (including, without limitation, any Warrant), option or
other right, to acquire Common Stock and including, without limitation, any right pursuant to the
provisions of any Security (other than Common Stock) convertible or exchangeable into Common Stock.



     SEC - means, at any time, the Securities and Exchange Commission or any other federal agency
at such time administering the Securities Act.



     Securities Act - means the Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.



     Securities Purchase Agreement - the recitals.



     Security - means “security” as defined by Section 2(1) of the Securities Act.



     Selling Expenses - means and includes, with respect to any sale of Registrable Securities, any
underwriting fees, discounts or commissions attributable to the sale of Registrable Securities or
fees and expenses of more than one counsel representing the holders of Registrable Securities or
any other selling expenses, discounts or commissions incurred in connection with the sale of
Registrable Securities.



17









 





     Senior Lenders - the introductory paragraph.



     Senior Lender Subscription Agreements - the recitals.



     Subscription Agreements - the recitals.



     Subsidiary - means, as to any Person, any corporation in which such Person or one or more
Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person owns
sufficient voting securities to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing similar functions) of such corporation. The
term “Subsidiary,” as used herein without reference to any Person, shall mean a Subsidiary of the
Parent.



     Trivest Investors — the recitals.



     Trivest Registrable Securities - means, at any time:



          (a) any outstanding shares of Common Stock issued to the Trivest Investors; and



          (b) any other Securities into which any such shares (whether issued or issuable) may be
reclassified, recapitalized or converted or into which any such shares (whether issued or issuable)
may have been exchanged.



          As to any particular Trivest Registrable Securities once issued, such Securities shall cease
to be Trivest Registrable Securities:



                    (i) when a registration statement with respect to the sale of such Securities shall have
become effective under the Securities Act and such Securities shall have been disposed of in
accordance with such registration statement;



                    (ii) when they shall have been distributed to the public pursuant to Rule 144 (or any
successor provision) under the Securities Act;



                    (iii) when they shall have been otherwise transferred and subsequent disposition of them shall
not require registration or qualification under the Securities Act or any similar state law then in
force; or



                    (iv) when they shall have ceased to be outstanding.



     Voting Stock - means, with respect to any Person, any Shares of stock or similar equity
interests of such Person whose holders are entitled under ordinary circumstances to vote for the
election of directors or similar officials of such Person (irrespective of whether at the time
stock or equity interests of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).



     Warrant - the recitals.



     Warrant Holders Registrable Securities - means, at any time:



          (a) any shares of Class B Common Stock issuable upon the exercise of any outstanding Warrant;
and any shares of Class A Common Stock issuable upon the conversion of any such issuable shares of
Class B Common Stock;



          (b) any outstanding shares of Class B Common Stock that have been issued upon the exercise of
any Warrant; and any shares of Class A Common Stock issuable upon the conversion of any such shares
of Class B Common Stock;



18









 





          (c) any outstanding shares of Class A Common Stock that have been issued upon the conversion
of Class B Common Stock which was issued upon exercise of any Warrant; and



          (d) any other Securities into which any such shares (whether issued or issuable) may be
reclassified, recapitalized or converted or into which any such shares (whether issued or issuable)
may have been exchanged.



          As to any particular Warrant Holders Registrable Securities once issued, such Securities shall
cease to be Warrant Holders Registrable Securities:



                    (i) when a registration statement with respect to the sale of such Securities shall have
become effective under the Securities Act and such Securities shall have been disposed of in
accordance with such registration statement;



                    (ii) when they shall have been distributed to the public pursuant to Rule 144 (or any
successor provision) under the Securities Act;



                    (iii) when they shall have been otherwise transferred and subsequent disposition of them shall
not require registration or qualification under the Securities Act or any similar state law then in
force; or



                    (iv) when they shall have ceased to be outstanding or (with respect to Warrant Holders
Registrable Securities described in clause (a) of this definition) issuable upon exercise of the
Warrants.



     Warrant Investors - the introductory paragraph.



     3.2. Directly or Indirectly. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person, including actions taken by or
on behalf of any partnership in which such Person is a general partner.



     3.3. Section Headings and Table of Contents and Construction.



          (a) Section Headings and Table of Contents, etc. The titles of the Sections of this
Agreement and the Table of Contents of this Agreement appear as a matter of convenience only, do
not constitute a part hereof and shall not affect the construction hereof. The words “herein,”
“hereof,” “hereunder” and “hereto” refer to this Agreement as a whole and not to any particular
Section or other subdivision. References to Sections are, unless otherwise specified, references
to Sections of this Agreement. References to Annexes and Exhibits are, unless otherwise specified,
references to Annexes and Exhibits attached to this Agreement.



          (b) Construction. Each covenant contained herein shall be construed (absent an
express contrary provision herein) as being independent of each other covenant contained herein,
and compliance with any one covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with one or more other covenants.



     3.4. Satisfaction Requirement. If any agreement, certificate or other writing, or any
action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any
holders of Registrable Securities, the determination of such satisfaction shall, unless
specifically required herein in any instance to be “reasonable” or words to similar effect, be made
by such holder or holders, as the case may be, in the sole and exclusive judgment (exercised in
good faith) of the holder or holders making such determination.



19









 





     3.5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK.



4. MISCELLANEOUS.




     4.1. Communications.



          (a) Method; Address. All communications hereunder shall be in writing and shall be
delivered either by nationwide overnight courier or by facsimile transmission (confirmed by
delivery by nationwide overnight courier sent on the day of the sending of such facsimile
transmission). Communications to the Parent shall be addressed as set forth on Annex 1, or at such
other address of which the Parent shall have notified each holder of Registrable Securities.
Communications to a Warrant Investor shall be addressed as set forth on Annex 2 for such Warrant
Investor or at such other or further address of which such Warrant Investor shall have notified the
Parent; and the Parent shall notify the other holders of Registrable Securities of such other or
further address. Communications to an Other Investor shall be addressed as set forth on Annex 3
for such Other Investor or at such other or further address of which such Other Investor shall have
notified the Parent; and the Parent shall notify the other holders of Registrable Securities of
such other or further address. Communications to a Trivest Investor shall be addressed as set
forth on Annex 4 for such Trivest Investor or at such other or further address of which such
Trivest Investor shall have notified the Parent, and the Parent shall notify the other holders of
Registrable Securities of such other or further address.



          (b) When Given. Any communication addressed and delivered as herein provided shall be
deemed to be received when actually delivered to the address of the addressee (whether or not
delivery is accepted) or received by the telecopy machine of the recipient. Any communication not
so addressed and delivered shall be ineffective.



          (c) Service of Process. Notwithstanding the foregoing provisions of this Section 4.1,
service of process in any suit, action or proceeding arising out of or relating to this agreement
or any document, agreement or transaction contemplated hereby, or any action or proceeding to
execute or otherwise enforce any judgment in respect of any breach hereunder or under any document
or agreement contemplated hereby, shall be delivered in the manner provided in Section 4.7(c).



     4.2. Reproduction of Documents. This Agreement and all documents relating hereto,
including, without limitation, consents, waivers and notifications that may hereafter be executed,
documents received by any holder of Registrable Securities (except the certificates representing
the Registrable Securities themselves), may be reproduced by the Parent or any holder of
Registrable Securities by any photographic, photostatic, microfilm, micro-card, miniature
photographic, digital or other similar process and each holder of Registrable Securities may
destroy any original document so reproduced. Any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative proceeding (whether or not the original is
in existence and whether or not such reproduction was made by the Parent or any such holder in the
regular course of business) and any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence. Nothing in this Section 4.2 shall prohibit
the Parent or any holder of Registrable Securities from contesting the accuracy or validity of any
such reproduction.



     4.3. Survival. All warranties, representations, certifications and covenants made by the Parent in the
Securities Purchase Agreement or Subscription Agreement or in any certificate or other instrument
delivered by or on behalf of the Parent thereunder or hereunder shall be considered to have been
relied upon by each holder of Registrable Securities and shall survive the delivery to such holder
of the Registrable Securities regardless of any investigation made by or on behalf of any such
holder. All statements in any certificate or other instrument delivered by or on behalf of the
Parent pursuant to the terms thereof or hereof shall constitute warranties and representations by
the Parent hereunder. All payment obligations of the Parent hereunder shall survive the
termination hereof.



20









 





     4.4. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon all the holders, from time to time, of the Registrable Securities and their successors
and assigns. The provisions hereof are intended to be for the benefit of the holders of the
Registrable Securities and their successors and assigns and shall be enforceable by any such
holder, successor or assignee, whether or not an express assignment of rights hereunder shall have
been made by any such holder or its successor or assign. Anything contained in this Section 4.4
notwithstanding, the Parent may not assign any of its rights, duties or obligations hereunder
without the prior written consent of all holders of the Registrable Securities.



     4.5. Amendment and Waiver. This Agreement may be amended, and the observance of any
term of this Agreement may be waived, with and only with the written consent of the Parent and:



          (a) in the case of Section 1.1 or of any term defined in Section 3.1 to the extent used
therein, the written consent of the Warrant Investors and the Trivest Investors; and



          (b) in the case of any other provision of this Agreement, or of any term defined in Section
3.1 to the extent used therein, the written consent of the Required Holders.



     4.6. Expenses. Subject to Section 1.6, the Parent agrees to pay, and save each
Purchaser and each holder of Registrable Securities harmless against liability for the payment of,
all out-of-pocket expenses (including, without limitation, the reasonable fees and disbursements of
special counsel for such holders), but (except to the extent contemplated by Section 1.10(c))
specifically excluding Selling Expenses, arising in connection with the transactions herein
contemplated, including, without limitation:



          (a) any subsequent proposed modification of, or proposed consent under, this Agreement,
whether or not such proposed modification shall be effected or proposed consent granted (including,
without limitation, all document production and duplication charges and the reasonable fees and
expenses of one special counsel engaged by the holders of Registrable Securities in connection
therewith); and



          (b) the enforcement of (or determination of whether or how to enforce) any rights under this
Agreement or in responding to any subpoena or other legal process or informal investigative demand
issued in connection with this Agreement or the transactions contemplated hereby or by reason of
any holder’s having acquired any Registrable Securities, including, without limitation, the
reasonable fees and expenses of one special counsel engaged by the holders of the Registrable
Securities and chosen by the Required Holders and incurred by such holders and the costs and
expenses incurred in any bankruptcy case involving the Parent or any Subsidiary.


The obligations of the Parent under this Section 4.6 shall survive the termination of this Agreement.




     4.7. Waiver of Jury Trial; Consent to Jurisdiction; Etc.



          (a) Waiver of Jury Trial. THE PARTIES HERETO VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT, THE REGISTRABLE SECURITIES OR ANY OF THE DOCUMENTS, AGREEMENTS
OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



          (b) Consent to Jurisdiction. ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE REGISTRABLE SECURITIES OR ANY OF THE DOCUMENTS, AGREEMENTS OR
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE
ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH HEREUNDER OR THEREUNDER MAY BE BROUGHT BY SUCH PARTY
IN ANY FEDERAL DISTRICT COURT LOCATED IN NEW YORK CITY, NEW YORK, OR ANY NEW YORK STATE COURT
LOCATED IN NEW YORK CITY, NEW YORK AS SUCH PARTY MAY IN



21









 




ITS SOLE DISCRETION ELECT, AND BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT
TO THE NON-EXCLUSIVE IN PERSONAM JURISDICTION OF EACH SUCH COURT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT IN ANY PROCEEDING BEFORE ANY TRIBUNAL, BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE IN PERSONAM JURISDICTION
OF ANY SUCH COURT. IN ADDITION, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE REGISTRABLE
SECURITIES OR ANY DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY BROUGHT IN ANY
SUCH COURT, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




          (c) Service of Process. EACH PARTY HERETO IRREVOCABLY AGREES THAT PROCESS PERSONALLY
SERVED OR SERVED BY U.S. REGISTERED MAIL AT THE ADDRESSES PROVIDED HEREIN FOR NOTICES SHALL
CONSTITUTE, TO THE EXTENT PERMITTED BY LAW, ADEQUATE SERVICE OF PROCESS IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE REGISTRABLE SECURITIES OR ANY
DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION OR PROCEEDING TO
EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH HEREUNDER OR UNDER ANY DOCUMENT
OR AGREEMENT CONTEMPLATED HEREBY. RECEIPT OF PROCESS SO SERVED SHALL BE CONCLUSIVELY PRESUMED AS
EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY COMMERCIAL
DELIVERY SERVICE.



          (d) Other Forums. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF
ANY HOLDER OF REGISTRABLE SECURITIES TO SERVE ANY WRITS, PROCESS OR SUMMONSES IN ANY MANNER
PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER THE PARENT IN SUCH OTHER JURISDICTION,
AND IN SUCH OTHER MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW.



     4.8. Indemnification of Each Holder. From and at all times after the date of this Agreement, and in addition to all other rights
and remedies of each holder of Registrable Securities against the Parent, the Parent agrees to
indemnify and hold harmless each holder of Registrable Securities and each director, trustee,
officer, employee, agent, investment advisor and affiliate of each such holder (each, an
“Indemnified Party”) against any and all claims (whether valid or not), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including, without limitation,
reasonable attorneys’ fees, costs and expenses), incurred by or asserted against any Indemnified
Party, from and after the date hereof, whether direct, indirect or consequential, as a result of or
arising from or in any way relating to any suit, action or proceeding (including any inquiry or
investigation) by any Person, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any Person under any statute or regulation, including, but not limited to,
any federal or state securities laws, or under any common law or equitable cause or otherwise,
arising from or in connection with the negotiation, preparation, execution, performance or
enforcement of this Agreement, the Warrant Certificates or the Registrable Securities or any
transactions contemplated herein or therein, or any of the transactions contemplated hereunder or
thereunder, whether or not such Indemnified Party is a party to any such action, proceeding, suit
or the target of any such inquiry or investigation; provided, however, that no Indemnified Party
shall have the right to be indemnified hereunder for any liability resulting from the willful
misconduct or gross negligence of such Indemnified Party or breach by such Indemnified Party of its
own obligations under this Agreement. Notwithstanding the foregoing, the Parent shall not be
obligated to pay the fees, expenses or disbursements of counsel of more than one counsel for all
Indemnified Parties hereunder (other than any special local counsel or counsel for specific
purposes which represents the Indemnified Parties) unless in any Indemnified Party’s reasonable
judgment a conflict of interest between the Indemnified Party and any other Indemnified Party
exists, in which case the Parent shall indemnify the Indemnified Party for the fees, expenses or
disbursements of its own separate counsel. All of the foregoing losses, damages,



22









 




costs and expenses of any Indemnified Party shall be payable as and when incurred upon demand by such
Indemnified Party and shall be additional obligations hereunder. The obligations of the Parent and
the rights of the Indemnified Parties under this Section 4.8 shall survive the termination of this
Agreement.




     Notwithstanding the foregoing, the indemnification for claims, losses, damages, liabilities
costs and expenses described in Section 1.6 shall be governed by Section 1.6 and not this Section
4.8.



     4.9. Entire Agreement. This Agreement, together with the Warrant Certificates,
constitutes the final written expression of all of the terms hereof and is a complete and exclusive
statement of those terms.



     4.10. Execution in Counterpart. This Agreement may be executed in one or more
counterparts and shall be effective when at least one counterpart shall have been executed by each
party hereto, and each set of counterparts that, collectively, show execution by each party hereto
shall constitute one duplicate original.



     4.11. Severability. Any provision of this Agreement or of the Registrable Securities
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.



[Remainder of page left blank intentionally; next page is signature page]




23









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered, all as of the date and year first above written.



	 	 	 	 	 
	 	 	DIRECTED ELECTRONICS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James E. Minarik
	 

	 	 	 	 
	 

	 	Name:
	 	James E. Minarik
	 

	 	 	 	 
	 

	 	Title:
	 	President and CEO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael P. Hermsen
	 

	 	 	 	 
	 

	 	Name:
	 	Michael P. Hermsen
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MASSACHUSETTS CORPORATE INVESTORS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael P. Hermsen
	 

	 	 	 	 
	 

	 	Name:
	 	Michael P. Hermsen
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MASSACHUSETTS PARTICIPATION INVESTORS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael P. Hermsen
	 

	 	 	 	 
	 

	 	Name:
	 	Michael P. Hermsen
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BANCBOSTON INVESTMENTS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lars A. Swanson
	 

	 	 	 	 
	 

	 	Name:
	 	Lars A. Swanson
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	555 MADISON INVESTORS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gregory W. Cashman
	 

	 	 	 	 
	 

	 	Name:
	 	Gregory W. Cashman
	 

	 	 	 	 
	 

	 	Title:
	 	Manager
	 

	 	 	 	 





	 	 	 	 	 	 	 
	 	 	HVB U.S. FINANCE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Sweeney
	 	/s/ Lori Ann Curnyn
	 	 	 	 	 
	 

	 	Name:
	 	John W. Sweeney
	 	Lori Ann Curnyn
	 	 	 	 	 
	 

	 	Title:
	 	Director
	 	Managing Director
	 	 	 	 	 





24









 





	 	 	 	 	 
	 	 	ISSA FAMILY FOUNDATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Darrell E. Issa
	 

	 	 	 	 
	 

	 	Name:
	 	Darrell E. Issa
	 

	 	 	 	 
	 

	 	Title:
	 	President and CEO
	 

	 	 	 	 





	 	 	 	 	 	 	 
	 	 	TRIVEST FUND II, LTD.
	 
	 	 	 	 	 	 
	 	 	By: Trivest Fund II Manager, Ltd., General Partner
	 
	 	 	 	 	 	 
	 	 	 	 	By: Trivest Equities, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIVEST FUND III, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Trivest III General Partner, L.P.
	 
	 	 	 	 	 	 
	 	 	 	 	By: Trivest III, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIVEST EQUITY PARTNERS II, LTD.
	 
	 	 	 	 	 	 
	 	 	By: Trivest Fund II Manager, Ltd., General Partner
	 
	 	 	 	 	 	 
	 	 	 	 	By: Trivest Equities, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIVEST EQUITY PARTNERS III, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Trivest III, General Partner, L.P.
	 
	 	 	 	 	 	 
	 	 	 	 	By: Trivest III, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name
	 	David Gershman
	 

	 	 	 	 	 	 





25









 





	 	 	 	 	 	 	 
	 	 	TRIVEST PRINCIPALS FUND II, LTD.
	 
	 	 	 	 	 	 
	 	 	By: Trivest Principals Fund II, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIVEST PRINCIPALS FUND III, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Trivest III, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIVEST FUND CAYMAN III, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Trivest III General Partner, L.P.
	 
	 	 	 	 	 	 
	 	 	 	 	By: Trivest III, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIVEST-DEI CO-INVESTMENT FUND, LTD.
	 
	 	 	 	 	 	 
	 	 	By: Trivest-DEI GP, Ltd.
	 
	 	 	 	 	 	 
	 	 	 	 	By: Trivest II, Inc., General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Gershman
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Gershman
	 

	 	 	 	 	 	 






26