MANAGEMENT INVESTOR RIGHTS AGREEMENT

WHEREAS, each Holder deems it to be in the best interest of the Company and the Holders that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Company and the Holders hereby set forth herein their agreement with respect to the Common Stock and Options now owned or hereafter owned by them.

NOW, THEREFORE, in consideration of the premises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1. Definitions .

As used in this Agreement:

“ Additional Consideration ” has the meaning ascribed to such term in Section 5(e).

“ Affiliate ” of the Company or the Parent LLC means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company or the Parent LLC, as applicable. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. The term “ Affiliate ” shall not include at any time any portfolio companies of Apollo Management V, L.P. or its affiliates.

“ Affiliate ” of a Holder (other than the Parent LLC) means: (i) any member of the immediate family of an individual Holder, including parents, siblings, spouse and children (including those by adoption); the parents, siblings, spouse, or children (including those by adoption) of such immediate family member, and in any such case any trust whose primary beneficiary is such individual Holder or one or more members of such immediate family and/or such Holder’s lineal descendants; (ii) the legal representative or guardian of such individual Holder or of any such immediate family member in the event such individual Holder or any such immediate family member becomes mentally incompetent; and (iii) any Person controlling, controlled by or under common control with a Holder. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. The term “ Affiliate ” shall not include at any time any portfolio companies of Apollo Management V, L.P. or its affiliates.

“ Apollo Group ” means Apollo Investment Fund V, L.P., a Delaware limited partnership, and each of its affiliates.

“ Asset Sale ” means the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis.

“ Bankruptcy Event ” means with respect to any Management Holder (i) such holder shall voluntarily be adjudicated as bankrupt or insolvent; (ii) such holder shall consent to or not contest the appointment of a receiver or trustee for himself, herself or itself or for all or any part of his, her or its property; (iii) such holder shall file a petition seeking relief under the bankruptcy, rearrangement, reorganization or other debtor relief laws of the United States or any state or any other competent jurisdiction; (iv) such holder shall make a general assignment for the benefit of his, her or its creditors; (v) a petition shall have been filed against such Management Holder seeking relief under the bankruptcy, rearrangement, reorganization or other debtor relief laws of the United States or any state or other competent jurisdiction; or (vi) a court of competent jurisdiction shall have entered an order, judgment or decree appointing a receiver or trustee for such Management Holder, or for any part of his, her or its property, and such petition, order, judgment or decree shall not be and remain discharged or stayed within a period of sixty (60) days after its entry.

“ Board ” means the Board of Directors of the Company and any duly authorized committee thereof. All determinations by the Board required pursuant to the terms of this Agreement to be made by the Board shall be binding and conclusive.

“ Cause ” has the meaning ascribed to such term in the Stock Incentive Plan.

“ Come Along Option ” has the meaning ascribed to such term in Section 2(b)(i).

“ Come Along Shares ” has the meaning ascribed to such term in Section 2(b)(ii).

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

“ Company ” has the meaning ascribed to such term in the introductory paragraph hereof

“ Control Disposition ” means a Disposition which would have the effect of transferring to a Person or Group a number of shares of Common Stock such that, following the consummation of such Disposition, such Person or Group possesses the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer of Common Stock).

“ Deemed Held Shares ” has the meaning ascribed to such term in Section 2(a)(ii).

“ Disability ” has the meaning ascribed to such term in the Stock Incentive Plan.

“ Disposition ” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition, of Common Stock (or any interest therein or right thereto) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the Common Stock (or any interest therein) whatsoever, or any other transfer of beneficial ownership of Common Stock whether voluntary or involuntary, including, without limitation (a) as a part of any liquidation of a Management Holder’s assets or

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(b) as a part of any reorganization of a Management Holder pursuant to the United States or other bankruptcy law or other similar debtor relief laws.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“ Executive Management Holder ” means each Management Holder set forth on Annex III hereto and any such other Management Holder as the Board may designate from time to time, including after consideration in good faith of any designees recommended by any member of the Board.

“ Fair Market Value ” has the meaning ascribed to such term in the Stock Incentive Plan.

“ Good Reason ” has the meaning ascribed to such term in the Stock Incentive Plan.

“ Group ” has the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act.

“ Holders ” means the holders of securities of the Company who are parties hereto.

“ Indebtedness ” means with respect to any Person, (a) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, (b) all indebtedness of such Person for the deferred purchase price of property or services represented by a note, bond, debenture or similar instrument and any other obligation or liability represented by a note, bond, debenture or similar instrument, (c) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) all indebtedness of such Person secured by a purchase money mortgage or other lien to secure all or part of the purchase price of the property subject to such mortgage or lien, (e) all obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under generally accepted accounting principles in the United States of America (“ GAAP ”) and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP, (f) all unpaid reimbursement obligations of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, (g) all obligations of such Person under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices, (h) all interest, fees and other expenses owed with respect to the indebtedness referred to above (and any prepayment penalties or fees or similar breakage costs or other fees and costs required to be paid in order for such Indebtedness to be satisfied and discharged in full), and (i) all indebtedness referred to above which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“ Independent Third Party ” has the meaning ascribed to such term in the Stock Incentive Plan.

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“ IRA ” has the meaning ascribed to such term in Section 3.2(c).

“ Management Holder ” means any Holder who is employed by, or serves as a consultant or director, to the Company or any of its subsidiaries, including each Executive Management Holder.

“ Non-Compete Period ” has the meaning ascribed to such term in Section 7(c).

“ Offer ” has the meaning ascribed to such term in Section 3.1.

“ Offeror ” has the meaning ascribed to such term in Section 3.1.

“ Option ” means the options issued to Holders pursuant to the Stock Incentive Plan, as it is amended, supplemented, restated or otherwise modified from time to time, or any other option plan approved by the Company.

“ Original Cost ” means the price per share paid by the Parent LLC for its shares of Common Stock on the date of consummation of the transactions contemplated by the Purchase Agreement, subject to appropriate adjustment by the Board for stock splits, stock dividends or other distributions, combinations and similar transactions.

“ Original Issue Date ” means with respect to any share of Common Stock issued to the Parent LLC or a Management Holder, the date of issuance of such share of Common Stock to the Parent LLC or such Management Holder, as applicable.

“ Parent LLC ” means Affinion Group Holdings, LLC, a Delaware limited liability company.

“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Piggy-Back Registration Rights ” has the meaning ascribed to such term in Section 4.

“ Preferred Stock ” means shares of the Company’s Preferred Stock, par value, $.01 per share, issued and outstanding as of the Original Issue Date or any exchange debentures issued in exchange for such preferred stock pursuant to its terms.

“ Proportionate Percentage ” means, with respect to any Person at the time of any Tag Along, a fraction (expressed as a percentage) the numerator of which is the total number of shares of Common Stock held by such Person as of such time (including any shares of Common Stock that such Person purchases pursuant to any Option exercised in connection with the Tag Along Transaction and any shares distributed to such Person pursuant to any deferred compensation plan in connection with the Tag Along Transaction) and the denominator of which is the total number of shares of Common Stock outstanding at the time of determination on a fully diluted basis.

“ Proxy ” has the meaning ascribed to such term in Section 6(a).

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“ Public Sale ” means any sale, occurring simultaneously with or after an initial public offering, of Common Stock to the public pursuant to an offering registered under the Securities Act, to the public pursuant to Rule 144(k) promulgated thereunder or to the public in the manner described by the provisions of Rule 144(f) promulgated thereunder, other than an offering relating to employee incentive plans.

“ Purchase Agreement ” means the Purchase Agreement dated as of July 26, 2005, by and among Affinion Group, Inc. (f/k/a Affinity Acquisition, Inc.), the Company (f/k/a Affinity Acquisition Holdings, Inc.) and Cendant Corporation, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ Purchase Price ” means: (i) (x) in the case where a Management Holder, other than an Executive Management Holder, resigns as an employee of the Company or any of its subsidiaries during the 36 month period commencing on the Original Issue Date (or, in the case of shares issued pursuant to an award under the Stock Incentive Plan or a similar plan, the 36 month period commencing on the date of grant of such award) or is terminated for Cause, or (y) in the case where an Executive Management Holder is terminated for Cause, the lower of the Original Cost or the Fair Market Value; and (ii) in all other cases, the Fair Market Value.

“ Qualified Public Offering ” means an underwritten public offering of Common Stock by the Company pursuant to an effective registration statement filed by the Company with the Securities and Exchange Commission (other than on Forms S-4 or S-8 or successors to such forms) under the Securities Act, pursuant to which the aggregate offering price of the Common Stock sold in such offering is at least $150 million.

“ Repurchase Event ” means, with respect to a Management Holder, such Management Holder shall cease to be employed by the Company or any of its subsidiaries for any reason (including upon death or Disability) or a Bankruptcy Event shall have occurred with respect to such Management Holder.

“ Required Voting Percentage ” means (i) a majority of the shares of Common Stock outstanding owned by the Management Holders as of the date the vote is taken (including for purposes of this calculation Deemed Held Shares) and (ii) the vote of the shares of Common Stock owned by the Parent LLC. For the avoidance of doubt, the proxy described in Section 6(a) shall not be applicable for the purpose of obtaining the Required Voting Percentage.

“ Sale Notice ” has the meaning ascribed to such term in Section 2(a)(i).

“ Securities ” means, with respect to any Person, such Person’s “securities” as defined in Section 2(1) of the Securities Act and includes such Person’s capital stock or other equity interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such Person’s capital stock or other equity or equity-linked interests, including phantom stock and stock appreciation rights.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“ Stock Incentive Plan ” means the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan, as it may be amended, supplemented, restated or otherwise modified from time to time.

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“ Subject Employee ” has the meaning ascribed to such term in Section 3.2(c).

“ Tag Along Holder ” has the meaning ascribed to such term in Section 2(a)(ii).

“ Tag Along Notice ” has the meaning ascribed to such term in Section 2(a)(ii).

“ Tag Along Transaction ” has the meaning ascribed to such term in Section 2(a)(i).

“ Term ” has the meaning ascribed to such term in Section 6(a).

Section 2. Certain Dispositions .

(a) Tag Along Transaction .

(i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Parent LLC desires to effect any sale or transfer of shares of Common Stock to any Independent Third Party following which (when aggregated with all prior such sales or transfers) the Parent LLC shall have disposed of at least 10% of the number of shares of Common Stock that the Parent LLC owned as of the Original Issue Date to a transferee or Group (a “ Tag Along Transaction ”), it shall give written notice to the Management Holders offering such Management Holders the option to participate in such Tag Along Transaction (a “ Sale Notice ”). The Sale Notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group.

(ii) Each of the Management Holders may, by written notice to the Parent LLC (a “ Tag Along Notice ”) delivered within ten (10) days after the date of the Sale Notice (each such Management Holder delivering such timely notice being a “ Tag Along Holder ”, elect to sell in such Tag Along Transaction the shares of Common Stock held by such Management Holder, provided that the number of shares to be sold by such Management Holder will not exceed (as a percentage of the total number of shares, including Deemed Held Shares (as defined below), then held by such Management Holder) the total number of shares of Common Stock that the Parent LLC proposes to sell or transfer in the applicable Tag Along Transaction (as a percentage of the total number of shares, including Deemed Held Shares, then held by the Parent LLC). The shares of Common Stock to be sold by a Tag Along Holder in a Tag Along Transaction may include shares of Common Stock which such Tag Along Holder may obtain by exercising any Options held by such Tag Along Holder that are vested as of the date of such Tag Along Notice or which would vest in connection with such Tag Along Transaction (collectively the “ Deemed Held Shares ”).

(iii) If none of the Management Holders delivers a timely Tag Along Notice, then the Parent LLC may thereafter consummate the Tag Along Transaction, at the same sale price and on substantially the same other terms and conditions as are described in the Sale Notice (including, without limitation, the number of shares of Common Stock being sold), for a period of one hundred twenty (120) days thereafter. In the event the Parent LLC has not consummated the Tag Along Transaction within such one hundred twenty (120) day period, the Parent LLC shall not thereafter consummate a Tag Along Transaction, without first providing a Sale Notice and an opportunity to the Management Holders to sell in the manner provided above. If one or more of the Management Holders gives the Parent LLC a timely Tag Along Notice, then the Parent LLC shall use all reasonable efforts to cause the prospective transferee or Group

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to agree to acquire all shares identified in all timely Tag Along Notices, upon the same terms and conditions as are applicable to the shares of Common Stock held by the Parent LLC. If such prospective transferee or Group is unable or unwilling to acquire all shares of Common Stock proposed to be included in the Tag Along Transaction upon such terms, then the Parent LLC may elect either to cancel such Tag Along Transaction or to allocate the maximum number of shares that such prospective transferee or Group is willing to purchase among the Parent LLC, the Tag Along Holders and any other Person entitled to transfer shares of Common Stock in connection with the Tag Along Transaction in the proportion that the Parent LLC’s, each such Tag Along Holder’s and such other Person’s Proportionate Percentage bears to the total Proportionate Percentages of the Parent LLC, the Tag Along Holders and such other Persons.

(iv) Notwithstanding the provisions of this Section 2(a), during the first twelve (12) months of this Agreement, the Parent LLC may transfer up to 25% of the shares of Common Stock then owned by it without complying with the provisions of this Section 2(a).

(v) For purposes of this Section 2(a), any holder of Common Stock who has a contractual right to participate in such Tag Along Transaction or any other holder of Common Stock who is otherwise participating in such Tag Along Transaction with the consent of the Parent LLC shall be deemed to be a “ Management Holder ” under this Section 2(a).

(b) Come Along Option .

(i) If the Parent LLC desires to effect a Tag Along Transaction or any Control Disposition, then in lieu of complying with the requirements of Section 2(a), the Parent LLC at its option (the “ Come Along Option ”) may require all Management Holders to sell the same percentage of their respective shares of Common Stock (including their Deemed Held Shares) as the Parent LLC desires to sell to the transferee or Group selected by the Parent LLC, at the same price per share and on the same terms and conditions as apply to those sold by the Parent LLC.

(ii) Each Management Holder shall consent to and raise no objections against the Come Along Option, and if the Come Along Option is structured as (a) a merger or consolidation of the Company or an Asset Sale, each Management Holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (b) a sale of all the capital stock of the Company, the Management Holders shall agree to sell all their shares of Common Stock which are the subject of the Come Along Option (including their Deemed Held Shares) (the “ Come Along Shares ”). The Management Holders shall take all necessary and desirable actions reasonably requested by the Parent LLC in connection with the consummation of the Come Along Option, including obtaining Board consent to the Come Along Option and the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties and indemnities regarding title, as well as escrow arrangements relating to such Come Along Option; provided, however, that (x) any indemnification obligations under such agreements applicable to any Executive Management Holder (other than with respect to such Executive Management Holder’s representations and warranties regarding title to the Come Along Shares) shall be applicable (A) in the case of a transaction structured as a merger or consolidation of the Company or Asset Sale, to all security holders of the Company and (B) in the case of a transaction structured as a sale of the capital stock of the Company, to all security holders of the Company selling shares in such transaction, in each case set forth in (A) and (B)

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on a pro rata basis, determined by reference to the aggregate amount of proceeds received by or distributable to such security holders in their capacity as security holders in the transaction, but in no event shall an Executive Management Holder be liable for more than the total proceeds received by such Executive Management Holder in the transaction giving rise to the Come Along Option, and (y) no such representations, warranties or indemnities shall impose on an Executive Management Holder any noncompetition, nonsolicitation or similar restrictive covenants in addition to any such covenants that might independently apply to such Executive Management Holder.

(iii) The Company and each Management Holder shall cooperate in causing any Deemed Held Shares of such Management Holder that are ultimately included in a Come Along Option to be delivered to the Management Holder immediately prior to the closing of such Come Along Option in order that the Management Holder may exercise his rights under Section 2(a) or that the Parent LLC may exercise its rights under Section 2(b), as the case may be.

(iv) Upon the closing of the sale of any shares of Common Stock (including any Deemed Held Shares) pursuant to this Section 2, the Holders shall deliver at such closing, against payment of the purchase price therefor, certificates representing their shares of Common Stock to be sold, duly endorsed for transfer or accompanied by duly endorsed stock powers, and evidence of the absence of liens, encumbrances and adverse claims with respect thereto and of such other matters as are deemed necessary by the Company for the proper transfer of such shares on the books of the Company.

Section 3. Transfers; Additional Parties .

3.1 Restrictions; Permitted Dispositions .

Without the consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock held at any time by a Management Holder (including without limitation, all shares of Common Stock acquired upon the exercise of any Option or upon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common Stock. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time:

(a) (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 4, (ii) subject to Section 4(c), a Public Sale of Common Stock, or (iii) any sale of Common Stock by a Management Holder following the expiration, without exercise, of the Repurchase Right in Section 5 following a Repurchase Event;

(b) to: (i) a guardian of the estate of such Management Holder, (ii) an inter-vivos trust primarily for the benefit of such Management Holder; (iii) an inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates;

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(c) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants;

(d) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan);

(e) to a trust, to any successor trust or successor trustee;

(f) any Disposition permitted pursuant to Section 2(a) or required pursuant to Section 2(b); and

(g) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes.

In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section or otherwise authorized by (a) through (g) of this Section, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “ Offer .” Such Management Holder (“ Offeror ”) shall promptly notify the Company of such event and Offer, by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Parent LLC for the Purchase Price. Offers under this Section 3.1 shall (a) be in writing; (b) be irrevocable for so long as the Company or the Parent LLC has the right to purchase any securities subject to the Offer; (c) be sent by the Offeror to the Company; and (d) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Parent LLC stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

3.2 Additional Parties .

(a) As a condition to the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company, (other than a transfer to the Parent LLC or of any of the Parent LLC’s Affiliates, the Company or any subsidiary of the Company), the transferee shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company.

(b) In the event that any Person acquires shares of Common Stock from (i) a Management Holder or any Affiliate or member of such Management Holder’s Group or (ii) any

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direct or indirect transferee of a Management Holder, such Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 7), as if such Person was such Management Holder named herein. Additionally, whenever a Management Holder makes a transfer of shares of Common Stock, such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 5 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Parent LLC or any of its Affiliates.

(c) Any shares of Common Stock acquired by an individual retirement account (“ IRA ”) on behalf of an employee of the Company or any of its subsidiaries (the “ Subject Employee ”) shall be deemed to be held by a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her IRA shall be deemed to have acquired all shares of Common Stock it holds from such Subject Employee pursuant to a transfer that is subject to Section 3.2(b) above.

3.3 Securities Restrictions; Legends .

(a) No shares of Common Stock shall be transferable except upon the conditions specified in this Section 3.3, which conditions are intended to insure compliance with the provisions of the Securities Act.

(b) Each certificate representing shares of Common Stock shall (unless otherwise permitted by the provisions of paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED, OR ANY STATE SECURITIES OR

BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD

OR TRANSFERRED IN THE ABSENCE OF SUCH

REGISTRATION OR AN EXEMPTION THEREFROM UNDER

SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY

THIS CERTIFICATE ARE ALSO SUBJECT TO A

MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED

AS OF OCTOBER 17, 2005 AMONG THE ISSUER OF

SUCH SECURITIES (THE “ COMPANY ”), AND THE OTHER

PARTIES NAMED THEREIN. THE TERMS OF SUCH

MANAGEMENT INVESTOR RIGHTS AGREEMENT

INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON

TRANSFER. A COPY OF SUCH AGREEMENT WILL BE

FURNISHED WITHOUT CHARGE BY THE COMPANY TO

THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(c) The holder of any shares of Common Stock by acceptance thereof agrees, prior to any transfer of any such shares, to give written notice to the Company of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this

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Section 3.3. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such transfer and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (i) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends.

(d) Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the transferability of any shares of Common Stock shall cease and terminate when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, or (ii) after a Qualified Public Offering, the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (b) above and not containing any other reference to the restrictions imposed by this Section 3.3.

Section 4. Piggy-Back Registration Rights .

(a) Participation . Subject to Section 4(b), if at any time after the date hereof the Company files a Registration Statement (i) in connection with the exercise of any demand rights by the Parent LLC or any other Holder or Holders possessing such rights, or (ii) in connection with which the Parent LLC exercises piggy-back registration rights (other than a registration on Form S-4 or S-8 or any successor form to such Forms or any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) with respect to an offering that includes any shares of Common Stock or Preferred Stock, then the Company shall give prompt notice (the “ Initial Notice ”) to the Management Holders and the Management Holders shall be entitled to include in such Registration Statement the Registrable Securities (as defined in Section 4(h)) held by them. If the Management Holders elect to include any or all of their Registrable Securities in such Registration Statement, then the Company shall give prompt notice (the “ Piggy-Back Notice ”) to each Holder (excluding the Management Holders) and each such Holder shall be entitled to include in such Registration Statement the Registrable Securities held by it. The Initial Notice and Piggy-Back Notice shall offer the Management Holders and the Holders, respectively, the right, subject to Section 4(b) (the “ Piggy-Back Registration Right ”), to register such number of shares of Registrable Securities as each Management Holder and each Holder may request and shall set forth (i) the anticipated filing date of such Registration Statement and (ii) the number of shares of Common Stock or Preferred Stock that is proposed to be included in such Registration Statement. Subject to Section 4(b), the Company shall include

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in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within fifteen (15) days after the Initial Notice and seven (7) days after the Piggy-Back Notice has been given. A Management Holder may exercise Piggy-Back Registration Rights with respect to a Qualified Public Offering or any subsequent Public Offering.

(b) Underwriters’ Cutback . Notwithstanding the foregoing, if a registration pursuant to this Section 4 involves an Underwritten Offering (as defined in Section 4(h)) and the managing underwriter or underwriters of such proposed Underwritten Offering advises the Company that the total or kind of securities which such Holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering, then the number of securities proposed to be included in such registration shall be allocated among the Company and all of the selling Parent LLC and Management Holders proportionately, such that the number of securities that each such Person shall be entitled to sell in the Underwritten Offering (other than the initial Underwritten Offering) shall be included in the following order:

(i) In the event of an exercise of any demand rights by the Parent LLC or any other Holder or Holders possessing such rights:

(1) first, the securities held by the Persons requesting their securities be included in such registration pursuant to the terms of this Section 4, pursuant to the Registration Rights Agreement of even date between the Company and the Parent LLC or pursuant to any other agreement in which the Company has granted registration rights, pro rata based upon the number of securities of each class or series owned by each such Person at the time of such registration; and

(2) second, the securities to be issued and sold by the Company in such registration.

(ii) In the event of an exercise of any piggy-back registration rights by the Parent LLC or any other Holder or Holders possessing such rights:

(1) first, the securities to be issued and sold by the Company in such registration; and

(2) second, the securities held by the Persons requesting their securities be included in such registration pursuant to the terms of this Section 4, pursuant to the Registration Rights Agreement of even date between the Company and the Parent LLC or pursuant to any other agreement in which the Company ha granted registration rights, pro rata based upon the number of securities of each class or series owned by each such Person at the time of such registration.

Notwithstanding anything to the contrary set forth in this Section 4(b), if the managing underwriter for an initial Underwritten Offering advises the Company that the inclusion of the number of shares of Common Stock or Preferred Stock proposed to be included in any registration by any particular Management Holder would interfere with the successful marketing (including pricing) of such shares to be offered thereby, then the number of such shares proposed to be included in such registration by such Management Holder shall be reduced to the lower of the number of such shares that the managing underwriter advises that such holder may sell in the initial Underwritten Offering and the number of such shares calculated pursuant to the foregoing.

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(c) Lock-up . If the Company at any time shall register shares of Common Stock or Preferred Stock under the Securities Act for sale to the public, no Management Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any capital stock of the Company without the prior written consent of the Company, for the period of time in which the Parent LLC has similarly agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any capital stock of the Company; provided, however, that if any of the capital stock of the Company held by the Parent LLC is released from such lock-up obligation, the same percentage of the capital stock of the Company held by each Executive Management Holder shall be released from the restrictions contained in this Section 4(c).

(d) Company Control . The Company may decline to file a Registration Statement after giving the Initial Notice or the Piggy-Back Notice, or withdraw a Registration Statement after filing and after such Piggy-Back Notice, but prior to the effectiveness of the Registration Statement, provided that the Company shall promptly notify each Holder in writing of any such action and provided further that the Company shall bear all reasonable expenses incurred by such Holder or otherwise in connection with such withdrawn Registration Statement. Notwithstanding any other provision herein, the Company shall have sole discretion to select any and all underwriters that may participate in any Underwritten Offering.

(e) Participation in Underwritten Offerings . No Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-ups and other documents required for such underwriting arrangements. Nothing in this Section 4(e) shall be construed to create any additional rights regarding the piggy-back registration of Registrable Securities in any Person otherwise than as set forth herein.

(f) Expenses . The Company will pay all registration expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4; provided, that each Holder shall pay all applicable underwriting fees, discounts and similar charges.

(g) Indemnification .

(i) Indemnification by the Company . The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each selling Holder, its officers, directors and employees and each Person who controls (within the meaning of the Securities Act) such selling Holder against any losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or any omission or alleged omissi