Free Declaration - District Court of Arizona - Arizona

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Case 2:02-cv—O2099-RCB Document 345-25 Filed O3/10/2006 Page10f3

C KEQIQIQRATIOE gQg§EMEN'I`
THIS REGISTRATION AGREEMENT (this "ggrggmegt") is made as of
September 27, l999, by and mnong (i) Kirkco, Inc., a Delaware corporation (together with its
successors and permitted assigns, the "_Qq;npnu_y”), (ii) GTCR Fund VI, LP., a Delaware limited
pmuiemhip ("QI_`Q]$‘°), GTCR VI Executive Fund, L.P., a Delaware limited partnership ( "E.xgutiv;
fum") and GTCR Associates VI, a Delaware general partnership (”A,;sgcig;e; Fund") (each of
GTCR, Executive Fund, and Associates Fund, an "lnvegt0;," and collectively, the "igvestogg"), (iii)
t Christine Kirk and any other executive employee of the Company who, at any time, acquires
securities of thc Company in accordance with Section 8 hereof and executes a counterpart of this
Agreement or otherwise agrees to be bound by this Agreement (each, an ",E_;_eg;rtjg" and ·
_ eotleetively, the "E;ggg.|rj_t;e_;"). and (iv) each ofthe other entities and individuals set forth from time
to time on the attached " " under the heading "Other Stockholdexs"
who, at any time, acquires securities of the Company in accordance with §_eggp_p_§ hereof and
executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement
The Company and the Investors are parties to a Purchase Agreement of even date
herewith (the " '). In order to induce the investors to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.
The execution and delivery of this Agreement is at condition to the Closing under the Purchase
Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have
the meanings set forth in §er:ti0n 9 hereof C
The parties hereto agree as follows:
l. Demand gggigtrations.
(a) Regtggg; for Regigtgtigg. At any time, the holders of a niajority of the
Investor Registrable Securities may request registration under the Securities Act of all or any portion
of their Registrable Securities on Form S-l or any similar long-fom: registration ("Long-Form
Regi;t;atign;"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or
any similar short-form registration ("Sl_;g¤·[or_rn Begistggtignf), if available. All registrations
requested pursuant to this Qegtion Ha) are referred to herein as "Qemand Regigrationsf Each
request for a Demand Registration shall specify the approximate number of Kegistrable Securities _
requested to be registered and the anticipated per share price range for such oiTering. Within ten *
days aiier receipt of any such request, the Company shall give written notice of such requested
registration to all other holders of Registrable Securities and shall include in such registration all
Registrable Securities with respect to which the Company has received written requests for inclusion
therein within 15 days after the receipt ofthe Company's notice.
(b) investor Lggg-Fgrrn §,egi_st;at§og;. The holders of Investor Reéistrable
Securities shall be entitled to request an unlimited number ofLong·F0rm Registrations in which the
’ ` Ex i t V
1 g GTCR 003 146
EXOOBG-001
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Casa 2:02-cv—O2099-RCB Document 345-25 Filed O3/10/2006 Page

IN WITNESS WHEREOF, the parties have executed this Registration Agreement as
of the date first written above.
KJRKCO, .
By:
Its: Chief xc uri Officer
GTCR FUND VI, L.I’.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Gelder Rauncr, L.L.C.
Its: General Partner
By: 2,4, Qzgd,
Name: ,£z9,,,-, ,3 Mg, ml
Its: Principal
GTCR VI EXECUTIVE FUND, LP.
` By: GTCR Partners VI, L.P.
· Irs: General Panner
By: GTCR Goldcr Rauner, L.L.C.
· Its: General Parmcr
By: Bathé Ezéé ,¤
Name: @,7,,4 Q ,‘é,¢; .
Its: Principal
GTCR ASSOCIATES VI
By: GTCR Partners VI, L.P.
Its: Managing General Partner
‘ , I By: GTCR Gelder Runner, L.L.C.
Its: General Partner
Name: »/'
Its: Principal
GTCR CD3 160
Christine Kirk U--.
SIGNA TURE PAGE TO THE REGJSTRA TJON AGREEMENT "
Exooae-015
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