Exhibit 4.4


PP HOLDING
CORPORATION II


REGISTRATION
RIGHTS AGREEMENT


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of May 13, 2004, among the
institutional investors whose names and addresses are listed from time to time
on Schedule I hereto (collectively, the “Institutional Investors”),
those employees of Polypore Inc., a Delaware corporation (“Polypore”),
and certain employees of Polypore’s subsidiaries whose names and addresses are
listed on Schedule II hereto (the “Management Investors” and together
with the Institutional Investors, the “Investors”), and PP Holding
Corporation II, a Delaware corporation (the “Company”).


R E C I T A L S


WHEREAS, on January 30,
2004, PP Acquisition Corporation (“PP Acquisition”), a Delaware
corporation and a wholly owned subsidiary of PP Holding Corporation, a Delaware
corporation (“PP Holding”), entered into a Stock Purchase Agreement (the
“Purchase Agreement”) with Polypore and the stockholders of Polypore
party thereto, pursuant to which PP Acquisition agreed to purchase 100% of the
capital stock (the “Stock Purchase”) of Polypore;


WHEREAS, PP Holding is a
wholly owned subsidiary of the Company;


WHEREAS, upon or shortly
following the closing of the Stock Purchase, PP Acquisition will be merged with
and into Polypore, resulting in Polypore being a direct wholly owned subsidiary
of PP Holding and an indirect wholly owned subsidiary of the Company;


WHEREAS, in connection with
the transactions contemplated by the Purchase Agreement, the Institutional
Investors have entered into a Securities Purchase Agreement (the “Subscription
Agreement”) with the Company pursuant to which the Company has agreed to
sell and each Institutional Investor has agreed to purchase from the Company,
among other things, shares of common stock, par value $0.01 per share (the “Common
Stock”); and


WHEREAS, the Company and the
Investors desire to define the registration rights of the Investors on the
terms and subject to the conditions herein set forth.


NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the parties hereby agree as follows:


SECTION 1.         DEFINITIONS.


As used in this Agreement,
the following terms have the respective meanings set forth below:


Commission:  shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act;

















 


Exchange Act:  shall mean the Securities Exchange Act of
1934, as amended (or any successor act), and the rules and regulations
promulgated thereunder;


Holder:  shall mean any holder of Registrable
Securities;


Initial Public Offering:  shall mean the initial public offering of
shares of Common Stock pursuant to a registration under the Securities Act;


Person:  shall mean an individual, partnership,
joint-stock company, corporation, limited liability company, trust or
unincorporated organization, and a government or agency or political
subdivision thereof;


register, registered
and registration:  shall mean a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (and any post-effective amendments filed or
required to be filed) and the declaration or ordering of effectiveness of such
registration statement;


Registrable Securities:  shall mean (A) the shares of Common Stock
acquired by the Institutional Investors pursuant to the terms of the
Subscription Agreement, (B) any additional shares of Common Stock acquired by
the Institutional Investors after the date hereof,  including any shares of Common Stock issuable upon conversion or
exchange of convertible or exchangeable securities acquired by the
Institutional Investors after the date hereof, (C) the shares of Common Stock
issuable to the Management Investors upon exercise of any option to acquire
shares of Common Stock granted to them by the Company pursuant to the Company’s
2004 Stock Option Plan; (D) the shares of Common Stock, if any, distributed to
the Management Investors pursuant to the terms of that certain Amended and
Restated Limited Liability Company Agreement of PP Holding, LLC, a Delaware
limited liability company, as the same may be amended from time to time and (E)
any stock of the Company issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares of Common Stock
referred to in clauses (A), (B), (C) or (D) above;


Registration Expenses:  shall mean all expenses incurred by the
Company in compliance with Section 2(a), (b) and (c) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, all of the reasonable fees and
expenses of one counsel for all of the Holders, blue sky fees and expenses and
any expenses associated with any special audits incident to or required by any
such registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company);


Securities Act:  shall mean the Securities Act of 1933, as
amended (or any successor act), and the rules and regulations promulgated
thereunder;


Selling Expenses:  shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for each of the Holders other than the
reasonable fees and expenses of one counsel for all of the Holders; and


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Warburg Pincus:  shall mean Warburg Pincus Private Equity
VIII, L.P., a Delaware limited partnership, or Warburg Pincus International
Partners, L.P., a Delaware limited partnership.


SECTION 2.         REGISTRATION RIGHTS.


(a)           Requested Registration.


(i)            Request for Registration.  If the Company shall receive from Warburg
Pincus, at any time, a written request that the Company effect any registration
with respect to all or a part of the Registrable Securities, the Company will:


(1)           promptly give written notice of the
proposed registration, qualification or compliance to all other Holders; and


(2)           as soon as practicable, use its
reasonable best efforts to effect such registration (including, without
limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable blue sky or other state
securities laws and appropriate compliance with applicable regulations issued
under the Securities Act) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any Holder or Holders joining in such request
as are specified in a written request received by the Company within ten (10)
business days after written notice from the Company is given under Section
2(a)(i)(1) above; provided that the Company shall not be obligated to
effect, or take any action to effect, any such registration pursuant to this
Section 2(a):


(A)          In any particular jurisdiction in which the Company would
be required to execute a general consent to service of process in effecting
such registration, qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act or applicable rules or regulations thereunder;


(B)           After the Company has effected three (3) such
registrations pursuant to this Section 2(a) and such registrations have been
declared or ordered effective and the sales of such Registrable Securities
shall have closed;


(C)           If the Registrable Securities requested by all Holders to
be registered pursuant to such request do not have an anticipated aggregate
public offering price (before deduction of Selling Expenses) of at least
$15,000,000 (or $25,000,000 if such requested registration is the Initial
Public Offering); or


(D)          During the period starting with the date sixty (60) days
prior to the Company’s good faith estimate of the date of filing of, and ending
on the date six (6) months immediately following the effective date of, any 


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registration statement
pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction, with respect to an employee benefit plan
or with respect to the Company’s first registered public offering of its
stock), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective; provided,
however, that the Company may only delay an offering pursuant to this
Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a
filing of any other registration statement is not made within that period and
the Company may only exercise this right once in any twelve (12) month period.


The registration statement
filed pursuant to the request of Warburg Pincus may, subject to the provisions
of Section 2(a)(ii) below, include other securities of the Company which are
held by Persons who, by virtue of agreements with the Company, are entitled to
include their securities in any such registration (“Other Stockholders”).  In the event any Holder requests a
registration pursuant to this Section 2(a) in connection with a distribution of
Registrable Securities to its partners or members, the registration shall
provide for the resale by such partners or members, if requested by such
Holder.


The registration rights set
forth in this Section 2 may be assigned, in whole or in part, to any transferee
of Registrable Securities (who shall be bound by all obligations of this
Agreement).


(ii)           Underwriting.  If Warburg Pincus intends to distribute the
Registrable Securities covered by its request by means of an underwriting, it
shall so advise the Company as a part of its request made pursuant to Section
2(a).  If Other Stockholders request
inclusion in any such registration, the Holders shall offer to include the
securities of such Other Stockholders in the underwriting and may condition
such offer on their acceptance of the further applicable provisions of this
Section 2.  The Holders whose shares of
Common Stock are to be included in such registration and the Company shall
(together with all Other Stockholders proposing to distribute their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected for
such underwriting by Warburg Pincus and reasonably acceptable to the
Company.  Notwithstanding any other
provision of this Section 2(a), if the representative advises the Holders in
writing that marketing factors require a limitation on the number of shares of
Common Stock to be underwritten, the securities of the Company held by Other
Stockholders, including, without limitation, the Management
Investors, shall be excluded from such registration to the extent so required by
such limitation.  If, after the
exclusion of such shares, further reductions are still required, the number of
shares included in the registration by each Holder shall be reduced on a pro
rata basis (based on the number of shares requested to be registered by such
Holder), by such minimum number of shares as is necessary to comply with such
request.  No Registrable Securities or
any other securities excluded from the underwriting by reason of the
underwriter’s marketing limitation shall be included in such registration.  If any Holder who has requested inclusion in
such registration as provided above disapproves of the terms of the
underwriting, such Person may elect to withdraw therefrom by providing written
notice to the Company, the underwriter and Warburg Pincus.  The securities so withdrawn shall also be
withdrawn 


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from registration.  If the underwriter has not limited the
number of Registrable Securities or other securities to be underwritten, the Company
and officers and directors of the Company (to the extent such persons are not
otherwise Holders) may include its or their securities for its or their own
account in such registration if the representative so agrees and if the number
of Registrable Securities and other securities which would otherwise have been
included in such registration and underwriting will not thereby be limited.


(b)           Company Registration.


(i)            If the Company shall determine to
register any of its equity securities either for its own account or for the
account of Warburg Pincus, any Holder or any Other Stockholder, other than a
registration relating solely to employee benefit plans, or a registration
relating solely to a Rule 145 transaction, or a registration on any
registration form which does not permit secondary sales or does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Registrable Securities, the Company
will:


(1)           promptly give to each of the Holders
a written notice thereof (which shall include a list of the jurisdictions in
which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and


(2)           include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made by the Holders within fifteen (15) days after
receipt of the written notice from the Company described in clause (1) above,
except as set forth in Section 2(b)(ii) below. 
Such written request may specify all or a part of the Holders’
Registrable Securities.  In the event
any Holder requests inclusion in a registration pursuant to this Section 2(b)
in connection with a distribution of Registrable Securities to its partners or
members, the registration shall provide for the resale by such partners or
members, if requested by such Holder.


(ii)           Underwriting.  If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to Section 2(b)(i)(1). 
In such event, the right of each of the Holders to include its
Registrable Securities in such registration pursuant to this Section 2(b) shall
be conditioned upon such Holders’ participation in such underwriting and the
inclusion of such Holders’ Registrable Securities in the underwriting to the
extent provided herein.  The Holders
whose Registrable Securities are to be included in such registration shall
(together with the Company and the Other Stockholders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for underwriting by the Company. 
Notwithstanding any other provision of this Section 2(b), if the
representative determines that marketing factors require a limitation on the
number of shares to be underwritten, and (x) if such registration is the
Initial Public Offering, the representative may (subject to the allocation
priority set forth below) exclude from such registration and underwriting some
or all of the Registrable Securities which would otherwise be 


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underwritten pursuant
hereto, and (y) if such registration is other than the Initial Public Offering,
the representative may (subject to the allocation priority set forth below)
limit the number of Registrable Securities to be included in the registration
and underwriting to not less than twenty five percent (25%) of the shares
included therein (based on the number of shares); provided, however,
without limiting the foregoing, the Company shall have no obligation to include
any such registration any Registrable Securities held by the Management
Investors if the underwriters determine, in their sole discretion, that
marketing factors require the Registrable Securities held by such Management
Investors to be excluded from the registration.  The Company shall immediately so advise all holders of securities
requesting registration of such limitation, and the number of shares of
securities that are entitled to be included in the registration and
underwriting shall be allocated in the following manner:  The securities of the Company held by
officers, directors and Other Stockholders of the Company (other than
Registrable Securities and other than securities held by holders who by
contractual right demanded such registration (“Demanding Holders”))
shall be excluded from such registration and underwriting to the extent
required by such limitation, and, if a limitation on the number of shares is
still required, the number of shares that may be included in the registration
and underwriting by each of the Holders and Demanding Holders shall be reduced,
on a pro rata basis (based on the number of shares held by such Holder or
Demanding Holder), by such minimum number of shares as is necessary to comply
with such limitation.  If any of the
Holders or any officer, director or Other Stockholder disapproves of the terms
of any such underwriting, he, she or it may elect to withdraw therefrom by
providing written notice to the Company and the underwriter.  Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.


(c)           Form S-3.  Following the Initial Public Offering, the
Company shall use its best efforts to qualify for registration on Form S-3 for
secondary sales.  After the Company has
qualified for the use of Form S-3, Warburg Pincus shall have the right to
request an unlimited number of registrations on Form S-3 (such requests shall
be in writing and shall state the number of shares of Registrable Securities to
be disposed of and the intended method of disposition of shares by Warburg
Pincus), provided, that the Company shall not be obligated to effect, or
take any action to effect, any such registration pursuant to this Section 2(c):


(i)            Unless the Holders who join in such
registration pursuant to the terms hereof propose to dispose of shares of
Registrable Securities having an aggregate price to the public (before
deduction of Selling Expenses) of more than $5,000,000;


(ii)           Within 180 days of the effective date
of the most recent registration pursuant to this Section 2(c) in which
securities held by such Holders could have been included for sale or
distribution;


(iii)          In any particular jurisdiction in which
the Company would be required to execute a general consent to service of
process in effecting such registration, qualification or compliance, unless the
Company is already subject to service in such jurisdiction and 


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except as may be required by
the Securities Act or applicable rules or regulations thereunder; or


(iv)          During the period starting with the
date sixty (60) days prior to the Company’s good faith estimate of the date of
filing of, and ending on the date six (6) months immediately following the
effective date of, any registration statement pertaining to securities of the
Company (other than a registration of securities in a Rule 145 transaction or
with respect to an employee benefit plan), provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; provided, however,
that the Company may only delay an offering pursuant to this Section 2(c)(iv)
for a period of not more than sixty (60) days, if a filing of any other
registration statement is not made within that period and the Company may only
exercise this right once in any twelve (12) month period.


The Company shall give
written notice to all Holders of the receipt of a request for registration
pursuant to this Section 2(c) and shall provide a reasonable opportunity for
other Holders to participate in the registration, provided that if the
registration is for an underwritten offering, the terms of Section 2(a)(ii) shall
apply to all participants in such offering. 
Subject to the foregoing, the Company will use its best efforts to
effect promptly the registration of all shares of Registrable Securities on
Form S-3 to the extent requested by Warburg Pincus for purposes of
disposition.  In the event Warburg
Pincus requests a registration pursuant to this Section 2(c) in connection with
a distribution of Registrable Securities to its partners or members, the
registration shall provide for the resale by such partners or members, if
requested by Warburg Pincus.


(d)           Expenses of Registration.  All registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to this Section 2 shall be
borne by the Company, and all Selling Expenses shall be borne by the Holders of
the securities so registered pro rata on the basis of the number of their
shares so registered.


(e)           Registration Procedures.  In the case of each registration effected by the Company pursuant
to this Section 2, the Company will keep the Holders, as applicable, advised in
writing as to the initiation of each registration and as to the completion
thereof.  At its expense, the Company
will:


(i)            keep such registration effective for
a period of one hundred twenty (120) days or until the Holders (or in the case
of a distribution to the partners or members of such Holder, such partners or
members), as applicable, have completed the distribution described in the
registration statement relating thereto, whichever first occurs; provided,
however, that (A) such 120-day period shall be extended for a period of
time equal to the period during which the Holders, partners or members, as
applicable, refrain from selling any securities included in such registration
in accordance with provisions in Section 2(i) hereof; and (B) in the case of
any registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 120-day period shall be extended
until all such Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis, and provided  further, that applicable rules under
the Securities Act 


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governing the obligation to
file a post-effective amendment permit, in lieu of filing a post-effective
amendment which (y) includes any prospectus required by Section 10(a) of the
Securities Act or (z) reflects facts or events representing a material or
fundamental change in the information set forth in the registration statement,
the incorporation by reference of information required to be included in (y)
and (z) above to be contained in periodic reports filed pursuant to Section 12
or 15(d) of the Exchange Act in the registration statement;


(ii)           furnish such number of prospectuses
and other documents incident thereto as each of the Holders, as applicable,
from time to time may reasonably request;


(iii)          notify each Holder of Registrable
Securities covered by such registration at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and


(iv)          furnish, on the date that such
Registrable Securities are delivered to the underwriters for sale, if such
securities are being sold through underwriters or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (1) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering and reasonably satisfactory to a majority in
interest of the Holders participating in such registration, addressed to the
underwriters, if any, and to the Holders participating in such registration and
(2) a letter, dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders participating in such registration, addressed to the underwriters, if
any, and if permitted by applicable accounting standards, to the Holders
participating in such registration.


(f)            Indemnification.


(i)            The Company will indemnify each of
the Holders, as applicable, each of its officers, directors, partners and
members, and each Person controlling each of the Holders, with respect to each
registration which has been effected pursuant to this Section 2 in which such
Holder includes Registrable Securities, and each underwriter, if any, and each
Person who controls any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by
the 


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Company of the Securities
Act or the Exchange Act or any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each of the Holders, each of its officers, directors, partners and
members, and each Person controlling each of the Holders, each such underwriter
and each Person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by the Holders
or underwriter and stated to be specifically for use therein.


(ii)           Each of the Holders will, if
Registrable Securities held by it are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of
the Company’s securities covered by such a registration statement, each Person
who controls the Company or such underwriter, each other Holder and each Other
Stockholder and each of their respective officers, directors, partners and
members, and each Person controlling such other Holder or Other Stockholder
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document made by such Holder in writing,
or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements by such Holder therein
not misleading, and will reimburse the Company, the underwriters and such other
Holders and Other Stockholders and their respective directors, officers,
members, partners, Persons or control Persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein; provided, however,
that the obligations of each of the Holders hereunder shall be limited to an
amount equal to the net proceeds to such Holder of securities sold in such
registration as contemplated herein.


(iii)          Each party entitled to indemnification
under this Section 2(f) (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom; provided,
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Indemnified Party may participate in such defense at such party’s expense (unless
the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the Indemnified Party
in such action, in which case the fees and 


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expenses of counsel shall be
at the expense of the Indemnifying Party), and provided  further,
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
2 unless the Indemnifying Party is materially and adversely prejudiced
thereby.  No Indemnifying Party, in the
defense of any such claim or litigation shall, except with the prior written
consent of each Indemnified Party, 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 to such claim or litigation.  Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense
of such claim and litigation resulting therefrom.


(iv)          If the indemnification provided for in
this Section 2(f) is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party with respect to any loss, liability, claim,
damage or expense referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the Indemnified
Party on the other in connection with the statements or omissions (or alleged
statements or omissions) which resulted in such loss, liability, claim, damage
or expense, as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other
things, whether the untrue (or alleged untrue) statement of a material fact or
the omission (or alleged omission) to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


(v)           Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with any underwritten public
offering contemplated by this Agreement are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall be controlling.


(vi)          The foregoing indemnity agreement of
the Company and Holders is subject to the condition that, insofar as they
relate to any loss, claim, liability or damage arising out of a statement made
in or omitted from a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the registration
statement in question becomes effective or the amended prospectus filed with
the Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”),
such indemnity or contribution agreement shall not inure to the benefit of any
underwriter or Holder if a copy of the Final Prospectus was furnished to the
underwriter and was not furnished to the Person asserting the loss, liability,
claim or damage at or prior to the time such action is required by the
Securities Act.


(g)           Information by the Holders.


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(i)            Each of the Holders holding
securities included in any registration shall furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Section 2.


(ii)           In the event that, either immediately
prior to or subsequent to the effectiveness of any registration statement, any
Holder shall distribute Registrable Securities to its partners or members, such
Holder shall so advise the Company and provide such information as shall be
necessary to permit an amendment to such registration statement to provide
information with respect to such partners or members, as selling securityholders.  Promptly following receipt of such
information, the Company shall file an appropriate amendment to such
registration statement reflecting the information so provided.  Any incremental expense to the Company
resulting from such amendment shall be borne by such Holder.


(h)           Rule 144 Reporting.


With a view to making
available the benefits of certain rules and regulations of the Commission which
may permit the sale of restricted securities to the public without
registration, the Company agrees to:


(i)            make and keep public information
available as those terms are understood and defined in Rule 144 under the
Securities Act (“Rule 144”), at all times from and after ninety (90)
days following the effective date of the first registration under the
Securities Act filed by the Company for an offering of its securities to the
general public;


(ii)           use its best efforts to file with the
Commission 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 subject to such reporting requirements; and


(iii)          so long as the Holder owns any
Registrable Securities, furnish to the Holder upon request, a written statement
by the Company as to its compliance with the reporting requirements of Rule 144
(at any time from and after ninety (90) days following the effective date of
the first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange
Act (at any time after it has become 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 the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration.


(i)            “Market Stand-off” Agreement.  Each of the Holders agrees, if requested by
the Company or an underwriter of equity securities of the Company, not to sell
or otherwise transfer or dispose of any Registrable Securities held by such
Holder, unless such shares are sold, transferred or otherwise disposed of
pursuant to a registered offering, during the twelve (12) month period
immediately following the effective date of a registration statement of the
Company filed under the Securities Act, provided that:


 


11

















 


(i)            such agreement only applies to the
Initial Public Offering;


(ii)           all executive officers and directors
of the Company and all stockholders who own in excess of one percent (1%) of
the Common Stock on a fully diluted basis enter into similar agreements; and


(iii)          the Company shall not be permitted to
waive or release the terms of this Section 2(i) with respect to any Holder
unless the Company shall have waived or released the terms of this Section 2(i)
with respect to each other Holder.


If requested by the
underwriters, the Holders shall execute a separate agreement to the foregoing
effect.  The Company may impose stop-transfer
instructions with respect to the shares (or securities) subject to the
foregoing restriction until the end of said twelve (12) month period.  The provisions of this Section 2(i) shall be
binding upon any transferee who acquires Registrable Securities.


(j)            Termination. 
The registration rights set forth in this Section 2 shall not be
available to any Holder if, (i) in the written opinion of counsel to the
Company, all of the Registrable Securities then owned by such Holder could be
sold in any 90-day period pursuant to Rule 144 (without giving effect to the
provisions of Rule 144(k)) or (ii) all of the Registrable Securities held by
such Holder have been sold in a registration pursuant to the Securities Act or
pursuant to Rule 144.


SECTION 3.         MISCELLANEOUS.


(a)           Directly or Indirectly.  Where any provision in this Agreement 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.


(b)           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
entirely within such State, without regard to conflict of law principles.


(c)           Section Headings. 
The headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
thereof.


(d)           Notices.


(i)            All notices, requests, demands,
waivers and other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
(1) delivered personally, (2) mailed, certified or registered mail with postage
prepaid, (3) sent by next-day or overnight mail or delivery or (4) sent by
telecopy (including facsimile) or telegram, as follows:


(1)           if to the Company, to c/o Warburg
Pincus LLC, 466 Lexington Avenue, New York, NY 10017, Attention: Kewsong Lee
and David Barr (facsimile: (212) 878-9100), or at such other address or
facsimile number as it may have furnished in writing to the Holders in
accordance with the terms hereof, with a copy (which shall not constitute


12

















 


notice) to Willkie Farr
& Gallagher LLP, 787 Seventh Avenue, New York, NY 10019, Attention: Steven
J. Gartner, Esq. (facsimile: (212) 728-9222); and


(2)           if to the Holders, at the address or
facsimile number listed on Schedule I hereto, or at such other address
or facsimile number as may have been furnished the Company in writing in
accordance with the terms hereof.


(ii)           Any notice so addressed shall be
deemed to be given: if delivered personally or by telecopy (including
facsimile) or telegram, on the date of such delivery, if a business day,
otherwise on the first business day thereafter; if mailed by certified or
registered mail with postage prepaid, on the third business day after the date
of such mailing, and if sent by next-day or overnight mail or delivery, on the
first business day following the date of such mailing or delivery.


(e)           Reproduction of Documents.  This Agreement and all documents relating
thereto, including, without limitation, any consents, waivers and
modifications which may hereafter be executed may be reproduced by the Company
and the Holders by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and the Holders and the Company
may destroy any original document so reproduced.  The parties hereto agree and stipulate that 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 Company or the Holders in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.


(f)            Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties.  No transferee of Registrable Securities shall have any rights
under this Agreement unless (i) the transferee is expressly granted rights
under this Agreement and such rights are set forth in a writing executed by the
transferor and the Company and (ii) such transferee’s Registrable Securities
represent at least five percent (5%) of the outstanding Common Stock on a
fully-diluted basis.


(g)           Entire Agreement; Amendment and Waiver.  This Agreement constitutes the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes
all prior understanding among such parties with respect to such subject
matter.  Subject to the terms of Section
2(i) hereof, 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
Company and the Holders holding a majority of the then outstanding Registrable
Securities.


(h)           Severability. 
In the event that any part or parts of this Agreement shall be held
illegal or unenforceable by any court or administrative body of competent
jurisdiction, such determination shall not affect the remaining provisions of
this Agreement which shall remain in full force and effect.


(i)            Counterparts. 
This Agreement may be executed in two or more counterparts (including by
facsimile), each of which shall be deemed an original and all of which together
shall be considered one and the same agreement.


 


13

















 


 


14

















 


IN WITNESS WHEREOF, the
undersigned have executed this Registration Rights Agreement as of the date
first set forth above.


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Treasurer & Secretary

  



 


	
  WARBURG
  PINCUS PRIVATE EQUITY

  
	
  VIII,
  L.P.

  
	
   

  
	
  By:

  	
  Warburg Pincus & Co., its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Barr

  	
   

  
	
   

  	
  Name: David Barr

  
	
   

  	
  Title: Partner

  



 


	
  WARBURG
  PINCUS PRIVATE EQUITY

  
	
  PARTNERS, L.P.

  
	
   

  
	
  By:

  	
  Warburg Pincus & Co., its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Barr

  	
   

  
	
   

  	
  Name: David Barr

  
	
   

  	
  Title: Partner

  



 


[Signature
Page to Registration Rights Agreement]

















 


IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first set forth above.


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Treasurer & Secretary

  



 


 


	
  PP
  HOLDING, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Warburg Pincus Private Equity VIII, L.P., and

  
	
   

  	
  Warburg Pincus International Partners, L.P.,

  
	
   

  	
  its Managing Members

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Warburg Pincus & Co., the General Partner

  
	
   

  	
  for each of Warburg Pincus Private Equity VIII, L.P., and

  
	
   

  	
  Warburg Pincus International Partners, L.P.

  



 


	
  By:

  	
  /s/ David Barr

  	
   

  
	
   

  	
  Name: David Barr

  
	
   

  	
  Title: Partner

  



 


[Signature
Page to Registration Rights Agreement]


 

















 


IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first set forth above.


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Treasurer & Secretary

  



 


	
  /s/ Frank Nasisi

  	
   

  
	
  Frank Nasisi

  



 


[Signature
Page to Registration Rights Agreement]

















 


IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first set forth above.


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frank Nasisi

  
	
   

  	
   

  	
  Name:
  Frank Nasisi

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  



 


	
  /s/ Lynn Amos

  	
   

  
	
  Lynn Amos

  	
   

  	
   

  
			



 


[Signature
Page to Registration Rights Agreement]

















 


IN WITNESS WHEREOF, the
undersigned have executed this Registration Rights Agreement as of the date
first set forth above.


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Treasurer & Secretary

  



 


	
  /s/ Stefan Geylar

  	
   

  
	
  Stefan Geylar

  



 


[Signature
Page to Registration Rights Agreement]

















 


IN WITNESS WHEREOF, the
undersigned have executed this Registration Rights Agreement as of the date
first set forth above.


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos 

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Treasurer & Secretary

  



 


	
  /s/ Brad Reed

  	
   

  
	
  Brad Reed

  



 


 


[Signature
Page to Registration Rights Agreement]