Prepared by MERRILL CORPORATION




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Exhibit 10.3  


  
 

    FORM OF
  REGISTRATION RIGHTS AGREEMENT    
  



    Registration Rights Agreement, dated as of            , 200      , by and among Suntek Corporation, a Delaware
corporation (the "Company"),
Thayer-BLUM Funding, L.L.C. ("TBF"), and Thayer-BLUM Funding III, L.L.C. ("TBF III"). 


 
 

W I T N E S S E T H:    



    WHEREAS,
the Company, EFTC Corporation, a Colorado corporation ("EFTC"), K*TEC Electronics Holding Corporation, a Delaware corporation ("K*TEC"), and Thayer-BLUM Funding
II, L.L.C., a Delaware limited liability company ("TBF II"), entered into that certain Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2001 (the "Merger Agreement"); 


    WHEREAS,
the terms of the Merger Agreement provided that (i) EFTC Acquisition Corp., a wholly-owned subsidiary of the Company, would merge with and into EFTC (the "EFTC
Merger") and cease to exist, causing EFTC to remain as the surviving corporation after such merger and to be a wholly-owned subsidiary of the Company, and (ii) K*TEC Acquisition Corp., also a
wholly-owned subsidiary of the Company, would merge with and into TBF II (the "K*TEC Merger") and cease to exist, causing TBF II to remain as the surviving corporation after such merger and to be a
wholly-owned subsidiary of the Company; 



    WHEREAS,
the EFTC Merger and the K*TEC Merger became effective as of            , 200      (the "Effective Time"), at which time TBF, as majority stockholder of
EFTC, and TBF III, as sole membership interest holder in TBF II, became stockholders of the Company; and 


    WHEREAS,
Section 5.16 of the Merger Agreement provided that at the Effective Time, the Company shall enter into a Registration Rights Agreement (the "Agreement") substantially
similar to the Registration Rights Agreement dated as of March 30, 2000, as amended, by and among EFTC and TBF (the "EFTC Registration Rights Agreement"), pursuant to which the Company will
provide registration rights to TBF and TBF III with respect to all shares of the Company Common Stock issued in the EFTC Merger or the K*TEC Merger, or to be issued upon exercise or conversion of any
securities of
EFTC issued in the EFTC Merger, on account of the EFTC securities covered by the EFTC Registration Rights Agreement. 


    NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 


    1.  Definitions.  The following shall have (unless otherwise provided elsewhere in this Registration
Rights Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): 



    "Agreement"
shall mean this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall
refer to the Agreement as the same may be in effect at the time such reference becomes operative. 


    "Business
Day" shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted by law, rule and regulation to be closed in the State of New York. 


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


    "Commission"
shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. 


    "Demanding
Security Holders" has the meaning set forth in Section 3. 


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    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same
shall be in effect from time to time. 


    "Holder"
or "Holders" shall mean TBF, TBF III, or a permitted transferee or assignee thereof holding Registrable Securities. 


    "NASD"
shall mean the National Association of Securities Dealers, Inc., or any successor corporation thereto. 


    "RCBA"
means RCBA Strategic Partners, L.P. 


    "Registrable
Securities" shall mean the shares of Common Stock issued to TBF or TBF III in connection with the EFTC Merger or the TBF II Merger, together with any shares of Common
Stock acquired by TBF or TBF III or which TBF or TBF III obtains the right to acquire. 


    "Securities
Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall
be in effect from time to time. 


    "Thayer"
means, collectively, Thayer Equity Investors IV, L.P. and TC Manufacturing Holdings, L.L.C. 


    2.  Required Registration.  After receipt of a written request from the Holders of Registrable Securities
requesting that the Company effect a registration under the Securities Act covering at least 375,000 of the Registrable Securities, and specifying the intended method or methods of disposition
thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written
notice sent to the Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof
pursuant to this Section 2. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable
Securities which the Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods
thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the Company shall not be required to effect more than five (5) registrations at the request of any
such Holder of any Registrable Securities pursuant to this Section 2 unless the Company shall be eligible at any time to file a registration statement on Form S-3 (or
other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. Except as otherwise provided in
Section 5, all expenses of such registration shall be borne by the Company. 


    3.  Incidental Registration.  If the Company at any time proposes to file on its own behalf and/or on
behalf of any of its security holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than as a demand registration under Section 2, a
registration of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or
any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit
plan, respectively) for the registration of securities, it will
give written notice to all Holders at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition
of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. 


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    Each Holder desiring to have Registrable Securities registered under this Section 3 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days
after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such
filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities
Act of such shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be
included in the registration concurrently with the securities being registered by the Company or such Demanding Security Holder would materially and adversely affect the distribution of such
securities by the Company or such Demanding Security Holder, then the Company shall give priority for inclusion in such registration (a) first, to the Registrable Securities requested to be
included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing underwriters, can be sold,  pro rata, among the holders
thereof based on the number of Registrable Securities owned), (b) second, to the securities, if any, requested to be
included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) third, to the securities the Company proposes to
include in such registration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company
may desire to include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the Company. 


    Notwithstanding
anything to the contrary in this Section 3, if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in
connection with such registration, the Company for any reason decides not to register securities of the Company, the Company will give written notice of its decision to the holders of Registrable
Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if the Company determines for any reason to delay such
registration, the Company may do so by giving written notice of its decision to the holders of Registrable Securities. 


    4.  Registration Procedures.  If the Company is required by the provisions of Section 2 or 3 to
use its best efforts to effect the registration of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 


    (a) prepare
and file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration
Statement to become and remain effective until the earlier of such time as all of the Registrable Securities have been disposed of in a public
offering or 90 days (plus such period of time that the use of a Registration Statement and prospectus has been suspended pursuant to Section 7(c) hereof); 


    (b) prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such
Registration Statement until the earlier of such time as all of such securities have been disposed of in a public offering or the expiration of 90 days; 


    (c) furnish
to such selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request; 


    (d) use
its commercially reasonable efforts to register or qualify the securities covered by such Registration Statement under such other securities or blue sky laws of
such jurisdictions within the United States and Puerto Rico as each Holder shall request (provided, however, that the Company shall not be obligated to
qualify as a foreign corporation to do business under the laws of any jurisdiction in 


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which it is not then qualified or to file any general consent to service of process or take any other action which would subject it to taxation in any jurisdiction where it is not so subject), and do
such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such jurisdiction of the securities covered by such Registration Statement; 


    (e) furnish,
at the request of any Holder requesting registration of Registrable Securities pursuant to Section 2, on the date that such shares of Registrable
Securities are delivered to the underwriters for sale pursuant to such registration or, if such Registrable Securities are not being sold through underwriters, on the date that the Registration
Statement with respect to such shares of Registrable Securities becomes effective, (1) an opinion, dated such date, of the independent counsel representing the Company for the purposes of such
registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, in customary form and covering
matters of the type customarily covered in such legal opinions; and (2) a comfort letter dated such date, from the independent certified public accountants of the Company, addressed to the
underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holder making such request and, if such accountants refuse to deliver such letter to such
Holder, then to the Company, in a customary form and covering matters of the type customarily covered by such comfort letters and as the underwriters or such Holder shall reasonably request. Such
opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as such Holders may reasonably request. Such
letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five
Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Holders of a majority of the Registrable Securities being so
registered may reasonably request; 


    (f)  enter
into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite
or facilitate the disposition of such Registrable Securities; and 


    (g) otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as
reasonably practicable, but not later than 18 months after the effective date of the Registration Statement, an earnings statement covering the period of at least 12 months beginning
with the first full month after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11 (a) of the Securities Act. 


    (h)  (i)  It shall be a condition precedent to the obligation of the Company to take any action pursuant
to this Agreement in respect of the Registrable Securities which are to be registered at the request of any Holder that such Holder shall furnish to the Company such information regarding the
Registrable Securities held by such Holder and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action taken by the
Company. If the Holders fail to provide the information required under this Agreement, the Company may delay the registration until the information is provided. During the effectiveness of a
registration statement hereunder, the Holders will notify the Company of the occurrence of any material change in the information provided by them that is contained in the prospectus included in the
Registration Statement, as then in effect. Whenever in the Company's reasonable judgment it is necessary, the Company will prepare a supplement or amendment to the prospectus so that, as thereafter
delivered to the proposed purchasers of the Registrable Securities, the prospectus will not contain, to the Company's knowledge, any untrue statement of material fact or omit to state any fact
necessary to make the statements in it not misleading, and the Holders will discontinue disposition of the Registrable Securities until the Holders are advised in writing by the Company that the use
of the prospectus may be resumed and are furnished with a supplement or amendment to the prospectus. If 


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the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to the prospectus, the Company shall extend the period of time during which the Company is required to
maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice through and including the date
the holders are advised by the Company that the use of the prospectus may be resumed or receive the copies of the supplement or amendment to the prospectus. 



    (ii) The
Holders will comply in all material respects with all rules and regulations of the SEC and applicable state securities laws governing the manner of sale of
securities in connection with the disposition of any Registrable Securities pursuant to any Registration Statement. 


    (iii) No
Holder of Registrable Securities may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's securities
on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Holders of a majority (by number of shares) of Registrable Securities to be included
in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required
under the terms of such underwriting arrangements. 




    5.  Expenses.  All expenses incurred in complying with this Agreement, including, without limitation, all
registration and filing fees (including all expenses incident to filing with the NASD), printing expenses, fees and disbursements of counsel for the Company, the reasonable fees and expenses of
counsel for the selling Holders (selected by those holding a majority of the shares being registered), expenses of any special audits incident to or required by any such registration and expenses of
complying with the securities or blue sky laws of any jurisdiction pursuant to Section 4(d), shall be paid by the Company, except that: 


    (a) all
such expenses in connection with any amendment or supplement to the Registration Statement or prospectus filed more than 90 days after the effective date
of such Registration Statement because any Holder has not effected the disposition of the securities requested to be registered shall be paid by such Holder; and 


    (b) the
Company shall not be liable for any fees, discounts or commissions to any underwriter or any fees or disbursements of counsel for any underwriter in respect of
the securities sold by such Holder. 


    6.  Indemnification and Contribution.  


    (a) In
the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless
the Holder of such Registrable Securities, such holder's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and
each other person, if any, who controls such Holder or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to
which such Holder or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date
thereof, in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or
supplement thereto, or (ii) any alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such holder or such director, officer or participating person or controlling person for any legal
or any other expenses reasonably incurred by such holder or such director, officer, or participating person or controlling person in connection with investigating or defending any such loss, claim,
damage, liability 


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or action; provided, however, that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon (i) any actual or alleged untrue statement or actual or alleged omission made in such Registration Statement,
preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein or (in
the case of any registration pursuant to Section 2) so furnished for such purposes by any underwriter; provided,  further, that with respect to any
preliminary prospectus, such indemnity shall not inure to the benefit of any such indemnified person if the person
asserting any such claims against such indemnified person purchased the securities that are the subject thereof and if such person was not sent or given a copy of the final prospectus at or prior to
confirmation of the sale of such securities to such person in any case where such sending or giving is required by the Securities Act and the untrue statement or omission of a material fact contained
in such preliminary prospectus was corrected in the final prospectus or (ii) by any Holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed
by the Company to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto within a reasonable time after the Company has furnished the holder with a
sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or such director, officer or
participating person or controlling person, and shall survive the transfer of such securities by such Holder. 


    (b) Each
Holder, by acceptance hereof, agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the
Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or any such person may
become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
(i) material misstatements in or omissions from information in writing provided to the Company by such Holder specifically for use, and contained on the effective date thereof, in any
Registration Statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto or (ii) by any Holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by the Company to deliver a copy of the
Registration Statement or prospectus or any amendments or supplements thereto within a reasonable time after the Company has furnished the holder with a sufficient number of copies of the same.
Notwithstanding the provisions of this paragraph (b) or paragraph (c) below, no Holder shall be required to indemnify any person pursuant to this Section 6 or to contribute
pursuant to paragraph (c) below in an amount in excess of the amount of the aggregate net proceeds received by such Holder in connection with any such registration under the Securities Act. 


    (c) If
the indemnification provided for in this Section 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified
parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred
to 


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above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. 


    The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(c) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 


    7.  Certain Limitations on Registration Rights.  Notwithstanding the other provisions of this Agreement: 


    (a) The
Company shall not be obligated to register the Registrable Securities of any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the
Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder's Registrable
Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act. 


    (b) The
Company shall have the right to delay the filing or effectiveness of a registration statement required pursuant to Section 2 hereof during one or more
periods aggregating not more than 60 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the
prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company's Board of Directors, there is a reasonable likelihood that such
disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation
or otherwise materially and adversely affect the Company. 


    (c) If,
on or after the effective date of any such Registration Statement, any event shall occur as a result of which the prospectus as then amended or supplemented
includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading, or if it shall be necessary at any time to amend the Registration Statement or supplement the prospectus to comply with the Securities Act, the Company
shall notify the Holders whose shares are covered thereby and prepare and file with the Commission an appropriate post-effective amendment to the Registration Statement or supplement to
such prospectus (in form and substance reasonably satisfactory to such Holders) that will correct such statement or omission and shall use its best efforts to have any such post-effective
amendment to the Registration Statement declared effective as soon as possible. The use of such Registration Statement and prospectus shall be suspended until such post-effective amendment
has been declared effective or such prospectus supplement has been filed, as the case may be. 


    8.  Selection of Managing Underwriters.  The managing underwriter or underwriters for any offering of
Registrable Securities to be registered pursuant to Section 2 shall be selected by the Company and shall be reasonably acceptable to the Holders of a majority of the Registrable Securities to
be registered in such Registration Statement and pursuant to Section 3 shall be selected by the Company. 


    9.  Restrictions on Sale After Public Offering.  Except for transfers made in transactions exempt from
the registration requirements under the Securities Act (other than Rule 144 thereunder), the Company and each Holder hereby agree not to offer, sell, contract to sell or otherwise dispose of
any Common Stock within 90 days after the date of any final prospectus relating to any public offering of 


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Common Stock, if underwritten, except pursuant to such prospectus or with the written consent of the managing underwriter or underwriters for such offering. 


    10.  Miscellaneous.  



    (a)  No Inconsistent Agreements.  The Company will not hereafter enter into any agreement with respect to
its securities which is inconsistent with the rights granted to the Holders in this Agreement. 


    (b)  Rule 144.  So long as the Company is subject to the reporting requirements under the Exchange
Act, it shall comply with such requirements so as to permit sales of Registrable Securities by the holders thereof pursuant to Rule 144 under the Securities Act. 


    (c)  Remedies.  Each Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any
action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable
attorneys' fees in addition to any other available remedy. 


    (d)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departure from the provisions hereof may not be given unless the Company has obtained the written consent of Holders or a majority
of the Registrable Securities. 


    (e)  Notice Generally.  Any notice, demand, request, consent, approval, declaration, delivery or other
communication hereunder to be made pursuant to the provisions of this Agreement shall be sufficiently given or made if in writing and either delivered in person with receipt acknowledged or sent by or
by facsimile transmission with confirmation received, addressed as follows: 



    (i)  If
to any Holder, at its last known address appearing on the books of the Company maintained for such purpose, which initially shall be: 




Thayer-BLUM
Funding, L.L.C.

c/o Thayer Equity Investors IV, L.P.

1455 Pennsylvania Avenue, N.W., Suite 350

Washington, DC 20004

Attention: Jeffrey W. Goettman

Facsimile: (202) 371-0391 


and:



Thayer-BLUM
Funding, L.L.C.

c/o RCBA Strategic Partners, L.P.

909 Montgomery Street, Suite 400

San Francisco, CA 94133

Attention: Murray A. Indick

Facsimile: (415) 434-3130 


and 


Thayer-BLUM
Funding III, L.L.C.

c/o Thayer Equity Investors IV, L.P.

1455 Pennsylvania Avenue, N.W., Suite 350

Washington, DC 20004






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Attention: Jeffrey W. Goettman

Facsimile: (202) 371-0391 


and: 


Thayer-BLUM
Funding III, L.L.C.

c/o RCBA Strategic Partners, L.P.

909 Montgomery Street, Suite 400

San Francisco, CA 94133

Attention: Murray A. Indick

Facsimile: (415) 434-3130 


with
a copy to: 


Latham &
Watkins

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Attention: Eric A. Stern, Esq.

Facsimile: (202) 637-2201 



(ii)  If
to the Company, at 


Suntek
Corporation

2501 West Grandview Rd.

Phoenix, AZ 85023

Attention: James K. Bass

Facsimile: (602) 282-8794 


with
a copy to: 


Greenberg
Traurig, LLP

2375 East Camelback Rd., Suite 700

Phoenix, AZ 85016

Attention: Bruce E. Macdonough, Esq.

Facsimile: (602) 445-8100 






or
at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.
Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, transmitted by facsimile with confirmation of receipt or one Business Day after the same shall have been sent by overnight delivery service. 


    (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 hereto including any person to whom Registrable Securities are transferred in a transaction exempt from the registration requirement of the Securities
Act, but only, in the case of any such transfer, to the extent that such securities are not saleable under Rule 144(k) under the Securities Act. Each Holder shall give prompt notice to the
Company of any transfer to which this Section 7(f) applies. Upon the request of Thayer or RCBA, the rights granted to TBF or TBF III under this Agreement shall be assigned or transferred to the
requesting party to the extent of their ownership interests in TBF or TBF III; provided, that such assignment shall not be effective until the permitted
transferee or assignee shall have executed an amendment, and become party, to this Agreement. 


    (g)  Headings.  The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. 


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    (h)  Governing Law; Jurisdiction.  This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of New York without giving effect to the conflict of laws provisions thereof. Each of the parties hereby submits to personal jurisdiction and waives any objection
as to venue in the courts of the County of New York, State of New York or of the United States of America for the Southern District of New York. Service of process on the parties in any action arising
out of or relating to this Agreement shall be effective if mailed to the parties in accordance with Section 10(e) hereof. The parties hereto waive all right to trial by jury in any action or
proceeding to enforce or defend any rights hereunder. 


    (i)  Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 


    (j)  Entire Agreement.  This Agreement, together with the Merger Agreement, represents the complete
agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. 


    (k)  Term; Effect of Expiration or Termination.  This Agreement shall be effective as of the date hereof,
and unless earlier terminated in accordance with this Agreement, shall expire on the earliest of: (a) 10 years from the date of this Agreement or (b) such time as all Registrable
Securities have been sold pursuant to an effective Registration Statement under the Securities Act. Moreover, the obligation of Company to register its securities under this Agreement as to any Holder
shall terminate at such time as such Holder can then publicly sell all of its Registrable Securities without registration under the Securities Act pursuant to Rule 144 under the Securities Act
or otherwise without regard to time or sales limitations. In the event of termination or expiration of this Agreement, this Agreement shall forthwith become void and there shall be no liability or
obligation on the part of the parties hereto, except the provisions of Section 6 shall remain in full force and effect and survive any termination of this Agreement. 


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



	

 	
 	

SUNTEK CORPORATION
	

 	
 	

By:	
 	

  
 Name:

Title:
	

 	
 	

THAYER-BLUM FUNDING, L.L.C.
	

 	
 	

By:	
 	

  
 Name:

Title:
	

 	
 	

THAYER-BLUM FUNDING III, L.L.C.
	

 	
 	

By:	
 	

  
 Name:

Title:




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