Exhibit 10.2


 


IHOP CORP.


 


REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of November
29, 2007, by and among IHOP Corp., a Delaware corporation (the “Company”), and the persons identified on Schedule A
hereto (each, an “Investor” and,
collectively, the “Investors”).


 


WHEREAS the Investors are a party to that Stock Purchase Agreement, dated as
of July 15, 2007, among the Investors and the Company (the “Purchase Agreement”), pursuant to which, on the date hereof,
the Investors purchased from the Company, for a cash purchase price of $35,000,000,
35,000 shares of Series B Convertible Preferred Stock, par value $1.00 per
share, of the Company (the “Convertible Preferred
Stock”), which Convertible Preferred Stock is convertible into
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”); and


 


WHEREAS,
the Investor and the Company desire to enter into this Agreement to set forth
certain registration rights of Investor with respect to such shares of
Convertible Preferred Stock and the Common Stock into which such shares of
Convertible Preferred Stock may be converted in accordance with the terms
thereof.


 


NOW THEREFORE, in consideration of the mutual promises, representations, warranties,
covenants and conditions set forth herein, the parties mutually agree as
follows:


 


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


 


“Affiliate” of any Person shall mean any other Person who
either directly or indirectly is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.


 


“Business Day” shall mean any Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in The City
of New York are authorized by law, regulation or executive order to close.


 


“Common Stock” shall mean the common stock, par value $.01
per share, of the Company.


 


“Company Registration” has the meaning set forth in Section
2.2 hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.


 


“Holder” shall mean the Investors and each Permitted
Transferee of any Investor. For purposes of this Agreement, the Company may
deem the registered holder of a Registrable Security as the Holder thereof.


 


“Material Development Condition” shall have the meaning set
forth in Section 2.4(b) hereof.


 

















 


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


 


“Permitted Transferee” shall mean a transferee of Registrable
Securities.


 


“Prospectus” shall mean the prospectus included in any
Registration Statement, as amended or supplemented by a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.


 


“Registrable Securities” shall mean the shares of Common
Stock issuable upon conversion of the shares of Convertible Preferred Stock, in
accordance with its terms, held by the Investors as of the date hereof and any
other securities issued or issuable with respect to such shares of Common Stock
as a result of or in connection with any stock dividend, stock split or reverse
stock split, combination, reclassification, merger, consolidation or similar
transaction in respect of such shares of Common Stock (“Successor
Securities”); provided, that any shares of Common Stock and
any Successor Securities held by the Investors or any other Holder shall cease
to be Registrable Securities upon the earliest of the following:  (i) a registration statement registering
such shares of Common Stock or Successor Securities, as the case may be, under
the Securities Act has been declared or becomes effective and such shares of
Common Stock or Successor Securities, as the case may be, have been sold or
otherwise transferred by the Holder or owner thereof pursuant to such effective
registration statement; (ii) such shares of Common Stock or Successor
Securities, as the case may be, are sold or otherwise transferred to the public
pursuant to Rule 144; or (iii) all such shares of Common Stock or Successor
Securities, as the case may be, held by such Holder may be sold in a single
transaction without registration in compliance with Rule 144(k) under the
Securities Act.


 


“Registration Expenses” shall have the meaning set forth in
Section 2.5 hereof.


 


“Registration Statement” shall mean any registration
statement which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included therein, all
amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all material incorporated by
reference in such Registration Statement.


 


“Requesting Securityholder Registration” has the meaning set
forth in Section 2.2 hereof.


 


“Rule 144” shall mean Rule 144 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.


 


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


 


“Securities Act” shall mean the Securities Act of 1933, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.


 


“Underwritten Offering” shall mean a registered offering in
which shares of Common Stock are sold to an underwriter for reoffering to the
public.


 


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Section 1.              Registration Rights.


 


1.1          Demand Registrations.


 


(a)           Demand. Upon the
written request of Holders owning at least one-third of the Registrable Securities
that the Company effect an offering of Registrable Securities on a Registration
Statement under the Securities Act and specifying the aggregate number of
Registrable Securities to be registered and the intended method of disposition
thereof, the Company shall, subject to Section 2.4(b) hereof, use its
commercially reasonable efforts to effect the registration under the Securities
Act of the Registrable Securities which the Company has been so requested to
register by the Investor as soon as practicable; provided, however,
that the Company shall not be obligated to effect, or to take any action to
effect, any such registration pursuant to this Section 2.1(a):


 


(i)            unless the Registrable Securities requested to be included
therein constitute at least 50% of the shares of Common Stock into which the
Convertible Preferred Stock is convertible on the date of this Agreement;


 


(ii)           after the Company has effected one (1) such registration; or


 


(iii)         during the period commencing with the date thirty (30) days prior
to the Company’s good faith estimate of the date of filing of, and ending on a
date ninety (90) days after the effective date of, a Company Registration, provided
that the Company is actively employing in good faith all reasonable efforts to
cause such registration statement to become effective; provided, that,
if the Company abandons such Company Registration, the Company shall promptly
notify the Holders requesting a registration
pursuant to this Section 2.1(a).


 


The
Holders requesting a registration pursuant to this Section 2.1(a) may, at any
time prior to the effective date of the Registration Statement relating to a
registration requested pursuant to this Section 2.1(a), revoke such request by
providing a written notice to the Company revoking such request and, if
applicable, request withdrawal of any Registration Statement filed with the
SEC, and the Company shall use its commercially reasonable efforts to so
withdraw such Registration Statement. A registration requested pursuant to this
Section 2.1(a) shall not be deemed to have been effected unless a Registration
Statement with respect thereto has become effective and the Registrable
Securities registered thereunder for sale are sold thereunder or are not so
sold solely by reason of an act or omission by the Investor; provided, however,
that if such registration does not become effective after the Company has filed
it solely by reason of the Investor’s revocation of its registration request or
refusal to proceed (other than a refusal to proceed based upon the advice of
counsel relating to a matter with respect to the Company), then such
registration shall be deemed to have been effected unless the Investor shall
have elected to pay all Registration Expenses and any out-of-pocket expenses of
any party required to be borne by the Company pursuant hereto.


 


(b)           Effectiveness of Registration Statement. Subject to Section 2.4(b), the Company agrees to use its
commercially reasonable efforts to (i) cause the Registration Statement
relating to any demand registration pursuant to this Section 2.1 to become
effective as promptly as practicable following a request for registration under
Section 2.1(a), and (ii) thereafter keep such Registration Statement effective
continuously for the period specified in the next succeeding paragraph.


 


Except
as provided in the last paragraph of Section 2.1(a) above, a demand
registration requested pursuant to this Section 2.1 will not be deemed to have
been effected:


 


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(i)            unless the Registration Statement relating thereto has become
effective under the Securities Act and remained continuously effective (except
as otherwise permitted under this Agreement) for a period ending on the earlier
of (x) the date which is ninety (90) days after the effective date of such
Registration Statement (subject to extension as provided in Sections 2.3(b) and
2.4(b)) and (y) the date on which all Registrable Securities covered by such
Registration Statement have been sold and the distribution contemplated thereby
has been completed;


 


(ii)           if, after it has become effective, such registration is
interfered with for any reason by any stop order, injunction or other order or
requirement of the SEC or any other governmental authority, or as a result of the
initiation of any proceeding for such a stop order by the SEC through no fault
of the Holders, and the result of such interference is to prevent the Holders
from disposing of such Registrable Securities proposed to be sold in accordance
with the intended methods of disposition, or


 


(iii)         if the conditions to closing specified in the purchase
agreement or underwriting agreement entered into in connection with any
Underwritten Offering shall not be satisfied or waived with the consent of the participating
Holders, other than as a result of any breach by any Holder or any underwriter
of its obligations thereunder or hereunder.


 


(c)           Inclusion of Other Securities; Cutback. The Company, and any other holder of the Company’s
securities who has registration rights, may include its securities in any
demand registration effected pursuant to this Section 2.1 on a basis no less
favorable to the Holders than that of any other holder of the Common Stock of
the Company who has registration rights; provided, however, that
if the managing underwriter of a proposed Underwritten Offering contemplated
thereby advises the Holders in writing that the total amount or kind of
securities to be included in such proposed public offering exceeds the number
or is not of a type that can be sold in such offering within a price range
acceptable to the Holders, then the amount or kind of securities offered for
the account of the following groups of holders shall be reduced pro rata among
members of such group in accordance with such managing underwriter’s
recommendation in the following order of priority (with the securities to be
reduced first listed first): (i) securities other than Registrable Securities;
(ii) securities offered by the Company; and (iii) Registrable Securities; and provided,
further, that no Registrable Securities shall be reduced until all
securities other than Registrable Securities and securities offered by the
Company are entirely excluded from the underwriting.


 


1.2          Piggyback Registration.


 


If
the Company at any time proposes to file a registration statement with respect
to any of its equity securities, whether for its own account (other than a
registration statement on Form S-4 or S-8 (or any successor or substantially
similar form), or in connection with (A) an employee stock option, stock
purchase or compensation plan or securities issued or issuable pursuant to any
such plan, or (B) a dividend reinvestment plan) (any of the foregoing, a “Company Registration”), or for the account of a holder of
securities of the Company pursuant to demand registration rights granted by the
Company (a “Requesting Securityholder” and,
such registration, a “Requesting Securityholder
Registration”), then the Company shall in each case give written
notice of such proposed filing to all Holders of Registrable Securities at
least twenty (20) days before the anticipated filing date of any such
registration statement by the Company, and such notice shall offer to all
Holders the opportunity to have any or all of the Registrable Securities held
by such Holders included in such registration statement.


 


Each
Holder of Registrable Securities desiring to have its Registrable Securities
registered under this Section 2.2 shall so advise the Company in writing within
ten (10) days after the date of receipt of such notice (which request shall set
forth the amount of Registrable Securities for which


 


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registration is requested), and the Company shall
include in such Registration Statement all such Registrable Securities so
requested to be included therein. If the Registration Statement relates to an
Underwritten Offering, such Registrable Securities shall be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriter, as provided herein. Any Holder shall have the
right to withdraw a request to include its Registrable Securities in any public
offering pursuant to this Section 2.2 by giving written notice to the Company
of its election to withdraw such request at least ten (10) Business Days prior
to the effective date of such Registration Statement. Notwithstanding the
foregoing, if the managing underwriter of any such proposed public offering
advises the Company in writing that the total amount or kind of securities
which the Holders of Registrable Securities, the Company and any other persons
or entities intended to be included in such proposed public offering is
sufficiently large or of a type which such managing underwriter believes would
adversely affect the success of such proposed public offering, then the amount
or kind of securities offered for the account of the following groups of
holders shall be reduced pro rata among members of such group in accordance
with such managing underwriter’s recommendation in the following order of
priority: (i) if a registration under this Section 2.2 is a Company
Registration, then the order of priority shall be (with the securities to be
reduced first listed first) (A) subject to the provisions of Section 2.8
hereof, Registrable Securities and securities other than Registrable Securities,
on a pro rata basis, and (B) securities offered by the Company; (ii) if a
registration under this Section 2.2 is a Requesting Securityholder Registration
(and the Requesting Securityholder is not a Holder), then the order of priority
shall be (with the securities to be reduced first listed first) (A) Registrable
Securities (other than securities of the Requesting Securityholder), (B)
securities offered by the Company and (C) securities of the Requesting
Securityholder; and (iii) if a registration under this Section 2.2 is a
Requesting Securityholder Registration made pursuant to Section 2.1 hereof,
then the order of priority shall be as set forth in Section 2.1(c). Anything to
the contrary in this Agreement notwithstanding, the Company may withdraw or
postpone a Registration Statement referred to in this Section 2.2 at any time
before it becomes effective or withdraw, postpone or terminate the offering
after it becomes effective, without obligation to any Holder of Registrable
Securities, unless such registration statement was filed pursuant to Section 2.1
hereof.


 


1.3          Registration Procedures.


 


(a)           General. In
connection with the Company’s registration obligations, pursuant to Section 2.1
and 2.2 hereof, at its expense, except as provided in Section 2.6, the Company
will, as expeditiously as possible:


 


(i)            prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities as described in Sections 2.1 and 2.2 on
a form permitted by Section 2.1 or 2.2 and available for the sale of the
Registrable Securities by the Holders thereof in accordance with the intended
method or methods of distribution thereof or such amendments and post-effective
amendments to an existing Registration Statement as may be necessary to keep
such Registration Statement effective for the time periods set forth in Section
2.1(b) (if applicable); provided that no Registration Statement shall be
required to remain in effect after all Registrable Securities covered by such
Registration Statement have been sold and distributed as contemplated by such
Registration Statement;


 


(ii)           take such reasonable action as may be necessary so that:  (1) any Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or
supplement thereto (and each report or other document incorporated therein by
reference) complies in all material respects with the Securities Act and the
Exchange Act and the respective rules and regulations thereunder, (2) any
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (3) any Prospectus forming part of any Registration
Statement, and any amendment or supplement to such Prospectus, does 


 


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not, as of such date, include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;


 


(iii)         notify the selling Holders of Registrable Securities and the
managing underwriters, if any, promptly and, if requested by the Holders,
confirm such notice in writing (1) when a new Registration Statement,
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any new Registration Statement or post-effective
amendment, when it has become effective, (2) of any request by the SEC for
amendments or supplements to any Registration Statement or Prospectus or for
additional information, (3) of the issuance by the SEC of any comments with
respect to any filing and of the Company’s responses thereto, (4) of any stop
order suspending the effectiveness of any Registration Statement or the
initiation of any proceedings for that purpose, (5) of any suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (6) of the
happening of any event which makes any statement of a material fact made in any
Registration Statement, Prospectus or any document incorporated therein by
reference untrue or which requires the making of any changes in any
Registration Statement, Prospectus or any document incorporated therein by
reference in order to make the statements therein (in the case of any
Prospectus, in the light of the circumstances under which they were made) not
misleading (which notice shall be accompanied by an instruction to suspend the
use of the Prospectus relating to such Registrable Securities until the
requisite changes have been made);


 


(iv)          furnish to each selling Holder of Registrable Securities
prior to the filing thereof with the SEC, a copy of any Registration Statement,
and each amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein and afford such Holder, the managing underwriter
and their respective counsel a reasonable opportunity within a reasonable
period to review and comment on copies of all such documents (including a
reasonable opportunity to review copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed;


 


(v)            furnish to each selling Holder of Registrable Securities,
without charge, as many conformed copies as may reasonably be requested, of the
then effective Registration Statement and any post-effective amendments
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those
incorporated by reference);


 


(vi)          deliver to each selling Holder of Registrable Securities,
without charge, as many copies of the then effective Prospectus (including each
prospectus subject to completion) and any amendments or supplements thereto as
such Persons may reasonably request in order to permit the offering and sale of
the shares of such Registrable Securities to be offered and sold, and the
Company consents (except during a suspension period permitted by this
Agreement) to the use of the Prospectus or any amendment or supplement thereto
by the selling Holder in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto in accordance with the terms hereof;


 


(vii)         use its reasonable best efforts to prevent the issuance, and
if issued to obtain the withdrawal, of any order suspending the effectiveness
of the Registration Statement relating to such Registrable Securities;


 


(viii)        prior to the offering of Registrable Securities pursuant to
any Registration Statement, use commercially reasonable efforts to register or
qualify or cooperate with the selling Holders of Registrable Securities and
their respective counsel in connection with the registration or qualification
of such Registrable Securities for offer and sale under the securities or blue
sky laws of 


 


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such jurisdictions as any selling Holder of Registrable
Securities or underwriter reasonably requests in writing and to keep such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and to do
all other acts or things reasonably necessary or advisable to enable the
disposition in such distributions of the securities covered by the applicable
Registration Statement; provided,  however, that the Company will
not be required to (1) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify, but for this paragraph (viii), (2)
subject itself to general taxation in any such jurisdiction or (3) file a
general consent to service of process in any such jurisdiction;


 


(ix)          cooperate with the selling Holders of Registrable Securities
to facilitate the timely preparation and delivery to the selling Holders or the
managing underwriters, at the Company’s expense, of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered
in such names as the selling Holders or managing underwriters, if any, may
request at least two Business Days prior to any sale of Registrable Securities
to any underwriters and instruct the transfer agent and registrar of the
Registrable Securities to release any stop transfer orders with respect to the
Registrable Securities;


 


(x)           cause all Registrable Securities covered by the Registration
Statement to be listed on each securities exchange (or quotation system
operated by a national securities association) on which identical securities
issued by the Company are then listed on or prior to the effective date of any
Registration Statement and enter into customary agreements including, if
necessary, a listing application and indemnification agreement in customary
form;


 


(xi)          provide the Holders, the transfer agent and registrar a CUSIP
number for the Registrable Securities no later than the effective date of such
Registration Statement;


 


(xii)         use its commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC relating to such registration and
the distribution of the securities being offered and make generally available
to its securities holders, as soon as reasonably practicable, earnings
statements satisfying the provisions of Section 11(a) of the Securities Act;


 


(xiii)       cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.;


 


(xiv)        if requested, include or incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement, such information
as the managing underwriters administering an Underwritten Offering of the
Registrable Securities registered thereunder reasonably request to be included
therein and to which the Company does not reasonably object and make all
required filings of such Prospectus supplement or post-effective amendment as
soon as reasonably practicable after they are notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment;


 


(xv)          upon the occurrence of any event contemplated by clauses (4),
(5) or (6) of Section 2.3(a)(iii) above, as soon as reasonably practicable
prepare a post-effective amendment to any Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to purchasers of the Registrable
Securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;


 


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(xvi)        subject to the proviso in paragraph (viii) above, cause the
Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Registrable Securities (other than as may be required by the
governmental agencies or authorities of any foreign jurisdiction and other than
as may be required by a law applicable to a selling Holder by reason of its own
activities or business other than the sale of Registrable Securities);


 


(xvii)       if such offering is an Underwritten Offering, enter into an
underwriting agreement with an investment banking firm selected in accordance
with Section 2.3(c) of this Agreement containing representations, warranties,
indemnities and agreements then customarily included by an issuer in underwriting
agreements with respect to secondary underwritten distributions and take all
such other actions as are reasonably requested by the managing underwriters for
such underwritten offering in order to facilitate the registration or the
disposition of such Registrable Securities, including delivery of customary
accountants comfort letters and legal opinions;


 


(xviii)      if such offering is an Underwritten Offering, (a) make
reasonably available for inspection by each selling Holder of Registrable
Securities and any managing or lead underwriter in such Underwritten Offering,
and any attorney, accountant or other agent retained by such selling Holder or
any such underwriter, all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries as shall
be reasonably necessary to enable them to conduct a “reasonable” investigation
for purposes of Section 11(a) of the Securities Act; (b) cause the Company’s
officers, directors and employees to make reasonably available for inspection
all relevant information reasonably requested by the selling Holder or any such
underwriter, attorney, accountant or agent in connection with any such
Registration Statement, in each case, as is customary for similar due diligence
examinations; provided
that any information that is designated by the Company as confidential at the
time of delivery of such information shall be kept confidential by the selling
Holder, such underwriter, or any such, attorney, accountant or agent, unless
such disclosure is required by law, or such information becomes available to
the public generally or through a third party without an accompanying
obligation of confidentiality; and (c) deliver such documents and certificates
as may be reasonably requested by the selling Holder and the managing
underwriters, if any, including customary opinions of counsel and “cold comfort”
letters as may be reasonably required pursuant to the underwriting agreement
relating thereto;


 


(xix)        in connection with an Underwritten Offering requested
pursuant to Section 2.1, the Company will participate, to the extent reasonably
requested by the managing underwriter for the offering or the Holders
participating therein, in customary efforts to sell the securities under the
offering, including, without limitation, participating in “road shows” or other
investor meetings, and the Company shall secure the reasonable participation of
its senior management for such purposes; and


 


(xx)         use its commercially reasonable efforts to take all other
reasonable steps necessary to effect the registration, offering and sale of the
Registrable Securities covered by the Registration Statement contemplated
hereby.


 


The
Company may require each seller of Registrable Securities, prior to inclusion
of its Registrable Securities in a Registration Statement as to which any
registration is being effected, to furnish to the Company such information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request and as shall be required in connection
with any registration referred to herein. No Holder may include Registrable
Securities in any Registration Statement pursuant to this Agreement unless and
until such Holder has furnished to the Company such 


 


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information. Each Holder further agrees to furnish
as soon as reasonably practicable to the Company all information required to be
disclosed in order to make information previously furnished to the Company by
such Holder not materially misleading.


 


(b)           Each Holder of Registrable Securities agrees that, upon
receipt of any written notice from the Company of the happening of any event of
the kind described in clause (4), (5) or (6) of Section 2.3(a)(iii) or in Section
2.4(b), such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the then current Prospectus until (1) such Holder is
advised in writing by the Company that a new Registration Statement covering
the offer of Registrable Securities has become effective under the Securities
Act or (2) such Holder receives copies of a supplemented or amended Prospectus
contemplated by this Section 2.3(b), or until such Holder is advised in writing
by the Company that the use of the Prospectus may be resumed. If the Company
shall have given any such notice during a period when a demand registration is
in effect, the Company shall extend the period described in Section 2.1(b)(i)
(as applicable) by the number of days during which any such disposition of
Registrable Securities is discontinued pursuant to this paragraph, if so
directed by the Company, on the happening of such event, the Holder will
deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.


 


(c)           Selection of Underwriters.
With respect to any Underwritten Offering, the Company shall be entitled to
select the managing underwriter; provided, that if the Underwritten
Offering is undertaken pursuant to Section 2.1 hereof, such managing
underwriter shall be selected by the Holders of a majority of the Registrable
Securities included in such registration, subject to approval of the Company,
which approval shall not be unreasonably withheld.


 


1.4          Other Agreements.


 


(a)           “Market Stand-Off” Election.
In the case of any Underwritten Offering, upon the request of the managing
underwriter, each Holder agrees not to effect any public sale or distribution
of Registrable Securities, except as part of such underwritten registration
pursuant to the terms hereof, during the period beginning fifteen (15) days
prior to the closing date of such underwritten offering and during the period ending
ninety (90) days after such closing date (or such longer period, not to exceed
180 days, as may be reasonably requested by the Company or by the managing
underwriter or underwriters).


 


(b)           Material Development Condition.
With respect to any Registration Statement filed or to be filed pursuant to
Section 2.1, if the Company determines, in its good faith judgment, that (i) it
would (because of the existence of, or in anticipation of, a material
acquisition or corporate reorganization or other transaction, financing
activity, stock repurchase or development involving the Company or any
subsidiary, or the unavailability of any required financial statements, or any
other event or condition of similar significance to the Company or any
subsidiary) be seriously detrimental to the Company or any subsidiary or its
stockholders for such a Registration Statement to become effective or to be
maintained effective or for sales of Registrable Securities to continue
pursuant to the Registration Statement, or (ii) the filing or maintaining
effectiveness of a Registration Statement would require disclosure of material
information that the Company has a valid business purpose of retaining as
confidential (each, a “Material Development
Condition”), the Company shall, notwithstanding any other provisions
of this Agreement, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect, signed by
the Chief Executive Officer, President or any Vice President of the Company, to
any Holder of Registrable Securities included or to be included in such
Registration Statement, (A) to cause sales of Registrable Securities by such
Holder pursuant to such Registration Statement to cease, (B) to delay actions
to bring about the effectiveness of such Registration Statement and sales
thereunder or, upon the written advice of counsel, cause such Registration
Statement to be withdrawn and the effectiveness of such Registration 


 


9

















 


Statement terminated, or (C) in the event no such
Registration Statement has yet been filed, to delay filing any such
Registration Statement, until, in the good faith judgment of the Company, such
Material Development Condition no longer exists (notice of which the Company
shall promptly deliver to any Holder of Registrable Securities with respect to
which any such Registration Statement has been filed).


 


Notwithstanding
the foregoing provisions of this paragraph (b):


 


(1)           the Company shall not be
entitled to cause sales of Registrable Securities to cease or to delay any
registration of Registrable Securities required pursuant to Section 2.1 by
reason of any existing or anticipated Material Development Condition for a
period of more than sixty (60) consecutive days; provided, that the
Company shall not be entitled to exercise any such right more than two times in
any calendar year or less than 30 days from the prior such suspension period;
and provided  further, that such exercise shall not prevent the
Holders from being entitled to at least 240 days of effective registration per
calendar year;


 


(2)           in the event a Registration
Statement is filed and subsequently withdrawn by reason of any existing or
anticipated Material Development Condition as hereinbefore provided, the
Company shall cause a new Registration Statement covering the Registrable
Securities to be filed with the SEC as soon as reasonably practicable after the
occurrence of the earlier of  (i) the
expiration of such Material Development Condition and (ii) the expiration of
the period set forth in clause (1) above, and the registration period for such
new registration statement shall be the number of days that remained in the
required registration period with respect to the withdrawn Registration
Statement at the time it was withdrawn; and


 


(3)           in the event the Company
elects not to withdraw or terminate the effectiveness of any such Registration
Statement but to cause a Holder or Holders to refrain from selling Registrable
Securities pursuant to such Registration Statement for any period during the
required registration period, such required registration period with respect to
such Holders shall be extended by the number of days during such required
registration period that such Holders are required to refrain from selling
Registrable Securities.


 


1.5          Registration Expenses. All
expenses incident to the Company’s performance of or compliance with this
Agreement, including without limitation all registration and filing fees,
listing fees, fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications or registrations (or the obtaining of exemptions therefrom)
of the Registrable Securities), fees of the National Association of Securities
Dealers, transfer and registration fees of transfer agents and registrars,
printing expenses (including expenses of printing Prospectuses), messenger and
delivery expenses, internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), fees and disbursements of its counsel and its independent
certified public accountants (including expenses of any special audit or
accounting review), securities acts liability insurance (if the Company elects to
obtain such insurance), fees and expenses of any special experts retained by
the Company in connection with any registration hereunder, reasonable fees and
expenses, not to exceed $50,000 per registration hereunder, of one counsel for
the Holders (and any necessary local counsel), and fees and expenses of other
Persons retained by the Company (all such expenses being referred to as “Registration Expenses”), shall be borne by
the Company; provided, that Registration Expenses shall not include
out-of-pocket expenses incurred by the Holders (except as specifically provided
above in this Section 2.5) and underwriting discounts, commissions or fees
attributable to the sale of the Registrable Securities, which shall be paid by
the Holders pro rata on the basis of the number of shares of Common Stock
registered on their behalf.


 


10

















 


1.6          Indemnification.


 


(a)           Indemnification by the Company.
The Company agrees to indemnify and hold harmless, to the full extent permitted
by law, but without duplication, each Holder of Registrable Securities included
in a Registration Statement, its officers, directors, employees, partners,
principals, equityholders, managed or advised accounts, advisors and agents,
and each Person who controls such Holder (within the meaning of the Securities
Act) and, unless indemnification of such Persons is otherwise provided for in
the applicable underwriting agreement, each underwriter, its partners, members,
directors and officers and each person, if any, who controls such Underwriter
(within the meaning of the Securities Act) (individually, an “Indemnified Person”), against all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation and reasonable legal fees and expenses and including expenses
incurred and amounts paid in settlement of any litigation, commenced or
threatened) arising out of or based upon any untrue statement (or alleged
untrue statement) of a material fact in, or any omission (or alleged omission)
of a material fact required to be stated in, such Registration Statement or
Prospectus or necessary to make the statements therein (in the case of a
Prospectus in light of the circumstances under which they were made) not
misleading, as such expenses are incurred, except insofar as the same are
caused by or contained in any information furnished in writing to the Company
by any Indemnified Person expressly for use therein.


 


(b)           Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a
Holder of Registrable Securities is participating, each such Holder will
furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and agrees to indemnify and hold harmless, to the full
extent permitted by law, severally but not jointly with any other Holder, but
without duplication, the Company, its officers, directors, shareholders,
employees, advisors and agents, and each Person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and
reasonable legal fees and expenses and including expenses incurred and amounts
paid in settlement of any litigation, commenced or threatened) arising out of
or based upon any untrue statement (or alleged untrue statement) of material
fact in, or any omission (or alleged omission) of a material fact required to
be stated in, the Registration Statement or Prospectus or necessary to make the
statements therein (in the case of a Prospectus in light of the circumstances
under which they were made) not misleading, as such expenses are incurred, to
the extent, but only to the extent, that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
Holder to the Company specifically for inclusion therein. In no event shall any
participating Holder be liable for any amount in excess of the proceeds (net of
payment of all expenses (excluding underwriting discounts and commissions paid
or payable by such Holder)) received by such Holder from the Registrable
Securities offered and sold by such Holder pursuant to such Registration
Statement.


 


(c)           Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i)
give prompt notice to the indemnifying party of any claim with respect to which
it seeks indemnification and (ii) permit such indemnifying party to assume the
defense of such claim with counsel of such indemnifying party’s choice; provided,
however, that any Person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense
of such indemnified Person unless (A) the indemnifying party shall have agreed
in writing to pay them, (B) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory to the
indemnified party in a timely manner or (C) the named parties to an action,
claim or proceeding (including any impleaded parties) include any indemnified
party and the indemnifying party or any of its Affiliates and in the reasonable
judgment of any such Person, based upon advice of its counsel, (1) a conflict
of interest may exist between such person and the indemnifying party with
respect to such claims (in which case, if 


 


11

















 


the Person notifies the indemnifying party in writing that
such Person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such claim on behalf of such person) or (2) there may be one or
more legal defenses available to it which are different from or in addition to
those available to the indemnifying party; provided, that such counsel
only be hired to the extent necessary for such defense or defenses; and provided,
further, that the indemnifying party shall be responsible to pay the
fees and expenses of only one law firm plus one local counsel in each necessary
jurisdiction pursuant to these clauses (A), (B) and (C). The indemnifying party
will not be subject to any liability for any settlement made without its
written consent (which consent shall not be unreasonably withheld). No
indemnified party will be required to consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect of such claim or litigation. An indemnifying party who
is not entitled to, or elects not to, assume the defense of the claim will not
be obligated to pay the fees and expenses of more than one counsel (plus one
local counsel if required in a specific instance) for all parties indemnified
by such indemnifying party with respect to such claim. The failure by an
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Section 2.6, except to the
extent the failure to give such notice is materially prejudicial to the
indemnifying party’s ability to defend such action.


 


(d)           Contribution. If for
any reason the indemnification provided for in Section 2.6(a) or Section 2.6(b)
is unavailable to an indemnified party or insufficient to hold it harmless as
contemplated by Section 2.6(a) and Section 2.6(b), then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement or the omission or alleged omission relates
to information supplied by the indemnifying party or parties on the one hand or
the indemnified party on the other and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentations. The amount paid or payable by a party as a result of any
losses shall be deemed to include any legal or other fees or expenses incurred
by such party in connection with any proceeding, to the extent such party would
have been indemnified for such expenses if the indemnification provided for in
Section 2.6(a) or Section 2.6(b) were available to such party. In no event
shall any participating Holder be liable for any amount in excess of the
proceeds (net of payment of all expenses (excluding underwriting discounts and
commissions paid or payable by such Holder)) received by such Holder from the
Registrable Securities offered and sold by such Holder pursuant to such
Registration Statement.


 


(e)           Remedies Cumulative.
The indemnity, contribution and expense reimbursement obligations under this
Section 2.6 shall be in addition to any liability each indemnifying person may
otherwise have and shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any indemnified party.


 


1.7          Participation in Underwritten Registrations. No Person may participate in any Underwritten Offering
hereunder unless such Person (i) agrees to sell such Person’s Registrable
Securities on the basis provided in any underwriting arrangements related
thereto and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements. Nothing in this Section 2.7 shall be
construed to create any additional rights regarding the registration of Registrable
Securities in any Person otherwise than as set forth herein.


 


12

















 


1.8          Subsequent Registration Rights. The Company shall not modify or amend any existing agreement
providing for registration rights in a manner that would adversely affect the
rights of the Holders hereunder. In addition, the Company shall not grant any
Person any registration rights with respect to shares of Common Stock other
than registration rights that expressly permit the Holders to participate in
the registration pro rata with the Person being granted registration rights
based on the number of shares requested to be included (and on a basis no less
favorable to the Holders than that of the Person being granted registration
rights). Notwithstanding anything herein to the contrary, the Company may grant
registration rights with respect to shares of Common Stock issued in connection
with an acquisition of stock or assets of another company so long as the
registration rights would not be in conflict with or inconsistent with the
rights of the Holders hereunder in any material respect.


 


1.9          Rule 144 Reporting. With
a view to making available the benefits of certain rules and regulations of the
SEC that may permit the sale of the restricted securities to the public without
registration, the Company agrees to use its commercially reasonable efforts to:


 


(a)           make and keep public information regarding the Company
available as those terms are understood and defined in Rule 144 under the
Securities Act;


 


(b)           file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
at any time after it has become and remains subject to such reporting
requirements; and


 


(c)           so long as a Holder owns any Restricted Securities, furnish
to the Holder forthwith upon written request a written statement by the Company
as to its compliance with the reporting requirements of Rule 144 of the
Securities Act and the Exchange Act (at any time after it has become and
remains subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed as a Holder may reasonably request in availing itself to any rule or
regulation of the SEC allowing a Holder to sell any such securities without
registration.


 


Section 2.              Miscellaneous.


 


2.1          Notices. All notices
and other communications hereunder shall be in writing and shall be deemed
sufficiently given and served for all purposes (a) when personally delivered or
given by machine-confirmed facsimile, (b) one business day after a writing is
delivered to a national overnight courier service or (c) three business days
after a writing is deposited in the United States mail, first class postage or
other charges prepaid and registered, return receipt requested, in each case,
addressed as follows (or at such other address for a party as shall be
specified by like notice):


 


(i)            in the case of the Company, to:


 


IHOP Corp.

450 North Brand Boulevard

Glendale, California 91203-2306

Attention:  General Counsel

Facsimile No.:  (818) 637-3131


 


13

















 


with a copy to:


 


Skadden, Arps, Slate,
Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attn:  Rodrigo A. Guerra, Esq.

Facsimile No.:  (213) 621-5217


 


(ii)           in the case of a Holder, to the address set forth opposite
such Holder’s 

name, on Schedule A hereto,


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP

One World Financial Center, Suite 32-106

New York, New York  10281 

Attention:  Dennis J. Block, Esq.

Facsimile No:  (212) 504-5557


 


2.2          Amendment
and Waiver. This Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions of this Agreement may not be given, unless (a) with respect to a
particular offering under Section 2, the Company has obtained the written
consent of Holders of a majority of the Registrable Securities included in such
offering as are then outstanding as determined by the Company, and (b) in any
other event, the Company has obtained the written consent of Holders of a
majority of the Registrable Securities then outstanding as determined by the
Company. Whenever the consent or approval of Holders of a specified number of
Registrable Securities is required hereunder, Registrable Securities held by
the Company shall not be counted in determining whether such consent or
approval was given by the Holders of such required number.


 


2.3          Successors
and Assigns. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns. Notwithstanding
the foregoing, the rights and obligations of the Company and the Holders under
this Agreement shall not be assigned or delegated without the prior written
consent of the other; provided, however, that if any Holder or
any Permitted Transferee (collectively, the “Transferor”)
sells or otherwise transfers any of its Registrable Securities to another
Holder, such Transferor may assign (in whole or in part) its rights under this
Agreement to such Holder; provided, however, (i) the Transferor
shall, at least five (5) days prior to such Transfer, furnish to the Company
written notice of the name and address of such proposed Holder and a
description (including amount) of the securities with respect to which such
rights are being assigned and (ii) such transferee Holder shall assume in
writing, concurrently with such transfer, the obligations of the Transferor under
this Agreement and shall be added to Schedule A hereto; and provided
further that no such assignment shall relieve the Investor or the
Transferor of any of its obligations under this Agreement. Any attempted or
purported assignment that does not comply with this Section 3.3 shall be null
and void and shall be of no effect.


 


2.4          Interpretation. When a
reference is made in this Agreement to Sections, paragraphs or clauses, such
reference shall be to a Section, paragraph or clause of this Agreement unless otherwise
indicated. The words “include,” “includes,” and “including” when used herein
shall be deemed in each case to be followed by the words “without limitation.”  The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. This Agreement has been
negotiated by the respective parties hereto and their attorneys and the
language hereof will not be construed for or against any party. The phrases 


 


14

















 


“the date of this Agreement,” “the date hereof,” and
terms of similar import, unless the context otherwise requires, shall be deemed
to refer to November 29, 2007. The words “hereof,” “herein,” “herewith,”  “hereby” and “hereunder” and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement.


 


2.5          Further Assurances. Each
party to this Agreement shall do and perform or cause to be done and performed
all such further acts and things and shall execute and deliver all such
agreements, certificates, instruments and documents as the other party hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


2.6          No Third-Party Beneficiaries. No
person or entity not a party to this Agreement shall be deemed to be a
third-party beneficiary hereunder or entitled to any rights hereunder. All
representations, warranties or agreements of the Holders contained in this
Agreement shall inure to the benefit of the Company.


 


2.7          Entire Agreement. This
Agreement and all other documents required to be delivered pursuant hereto
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior documents, agreements and understandings,
both written and verbal, among the parties with respect to the subject matter
hereof and the transactions contemplated hereby.


 


2.8          Severability. If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws, then, if possible, such illegal, invalid or
unenforceable provision will be modified to such extent as is necessary to
comply with such present or future laws and such modification shall not affect
any other provision hereof; provided that if such provision may not be so
modified such illegality, invalidity or unenforceability will not affect any
other provision, but this Agreement will be reformed, construed and enforced as
if such invalid, illegal or unenforceable provision had never been contained
herein.


 


2.9          GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.


 


2.10        Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to each
of the other parties, it being understood that all parties need not sign the
same counterpart.


 


(signature page follows)


 


 


15

















 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.


 


	
   

  	
  IHOP CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Conforti

  	
   

  
	
   

  	
   

  	
  Name: Thomas G. Conforti

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  



 


[Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON QP INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON INTERNATIONAL, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON STRATEGIC VALUE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON OPPORTUNITY TRUST, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
										



 


[Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
   

  	
  CHILTON GLOBAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON OPPORTUNITY INTERNATIONAL,

  L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON PRIVATE EQUITY PARTNERS I, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON INVESTMENT COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BIRCHWOOD INVESTMENTS LTD. LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment Company, Inc.,

  
	
   

  	
   

  	
   

  	
  as member manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
   

  	
  Name: Patricia Mallon

  
	
   

  	
   

  	
  Title: Vice President

  
											



 


[Signature Page to Registration Rights Agreement]


 

















 


SCHEDULE A


 


SCHEDULE
OF PURCHASERS


 


	
  Name of Purchaser

  	
   

  	
  Address of Purchaser

  	
   

  	
  Number of 

  Shares to be

   Purchased by

   such Purchaser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Investment Partners, L.P.

  	
   

  	
  1266 East
  Main Street

  Stamford, CT 06902

  	
   

  	
  1,320

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton QP Investment Partners, L.P.

  	
   

  	
  1266 East
  Main Street

  Stamford, CT 06902

  	
   

  	
  5,615

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton International, L.P.

  	
   

  	
  Kingston
  Chambers

  P.O. Box 173 

  Road Town, Tortola 

  British Virgin Islands

  	
   

  	
  6,751

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Strategic Value Partners, L.P.

  	
   

  	
  1266 East
  Main Street 

  Stamford, CT 06902

  	
   

  	
  5,104

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Opportunity Trust, L.P.

  	
   

  	
  1266 East
  Main Street 

  Stamford, CT 06902

  	
   

  	
  1,885

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Global Partners, L.P.

  	
   

  	
  1266 East
  Main Street 

  Stamford, CT 06902

  	
   

  	
  991

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Opportunity International, L.P.

  	
   

  	
  Kingston
  Chambers 

  P.O. Box 173 

  Road Town, Tortola 

  British Virgin Islands

  	
   

  	
  1,984

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Private Equity Partners I, L.P.

  	
   

  	
  1266 East
  Main Street 

  Stamford, CT 06902

  	
   

  	
  1,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Investment Company, LLC

  	
   

  	
  1266 East
  Main Street 

  Stamford, CT 06902

  	
   

  	
  350

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Birchwood Investments Ltd. LLC

  	
   

  	
  1266 East
  Main Street 

  Stamford, CT 06902

  	
   

  	
  9,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Shares

  	
   

  	
   

  	
   

  	
  35,000

  	
   

  



 


Schedule A-1